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

                               ------------------

                                    FORM 10-Q

             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2002

                                       OR

            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Commission file Number 333-73160

                               ------------------


                                   ARMKEL, LLC
     (Exact name of registrant as specified in its certificate of formation)

<TABLE>
<C>                                                               <C>
 Organized in Delaware
 469 North Harrison Street
 Princeton, New Jersey 08543-5297                                          13-4181336
 (Address of principal executive offices) (Zip Code)                 I.R.S Employer Identification No.
</TABLE>

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

                               ------------------

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

                               ------------------

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 12 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 |_|

As of May 14, 2002, all of the 10,000 outstanding membership interests in
Armkel, LLC were held by affiliates.


================================================================================

<PAGE>


                         PART I - FINANCIAL INFORMATION

                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

                      CONSOLIDATED STATEMENTS OF INCOME AND
                CHANGES IN MEMBERS' EQUITY/NET ASSETS TO BE SOLD
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                          ------------------
                                                                                   Successor                 Predecessor
                                                                                    Company                    Company
 (Dollars in thousands)                                                           Mar. 31, 2002              Mar. 31, 2001(1)
                                                                                  -------------              ----------------
<S>                                                                                 <C>                 <C>
Net Sales.......................................................................    $    96,453         $    94,291
Cost of goods sold..............................................................         51,019              42,950
                                                                                    -----------         -----------
Gross Profit....................................................................         45,434              51,341
Advertising, consumer and trade promotion expenses..............................         11,467              10,921
Selling, general and administrative expenses....................................         22,646              18,463
                                                                                    -----------         -----------
Income from Operations..........................................................         11,321              21,957
Interest expense................................................................         (9,421)               (384)
Interest income.................................................................            301                 164
Other expense...................................................................            (79)               (780)
                                                                                    ------------        -----------
Income before taxes.............................................................          2,122              20,957
Income taxes....................................................................          1,814              10,633
                                                                                    -----------         -----------
Net Income......................................................................            308              10,324
Other Comprehensive (Loss) Income...............................................         (1,307)                944
                                                                                    -----------         -----------
Total Comprehensive (Loss) Income ..............................................           (999)             11,268
Members' Equity at Beginning of Period..........................................        203,404                  --
                                                                                    -----------
Members' Equity at End of Period................................................    $   202,405                  --
                                                                                    ===========
Net Assets to be Sold at Beginning of Period....................................                            244,494
                                                                                                        -----------
Net Assets to be Sold at End of Period..........................................                        $   255,762
                                                                                                        ===========
</TABLE>


(1)  The three months ended March 31, 2001 represents the predecessor company
     combined financial information reclassified for conformity to the 2002
     presentation.


                See Notes to Consolidated Financial Statements.
<PAGE>


                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                    Mar. 31, 2002      Dec. 31, 2001
                                                                                    -------------      -------------
(Dollars in thousands)                                                              (Unaudited)

Assets
Current Assets
<S>                                                                                 <C>                 <C>
Cash and cash equivalents.......................................................    $    42,563         $    55,837
Accounts receivable, less allowances of $4,870 and $5,317.......................         96,561              95,472
Inventories.....................................................................         64,379              69,876
Prepaid expenses................................................................          3,961               3,919
                                                                                     ----------         -----------
Total Current Assets............................................................        207,464             225,104
Property, Plant and Equipment (Net).............................................        119,477             119,880
Tradenames and Patents..........................................................        263,699             265,411
Goodwill........................................................................        179,170             176,698
Deferred Financing Costs........................................................         20,131              20,892
Other Assets....................................................................          1,876               4,608
                                                                                    -----------         -----------
Total Assets....................................................................    $   791,817         $   812,593
                                                                                    ===========         ===========

Liabilities and Members' Equity
Current Liabilities
Short-term borrowings...........................................................    $     3,051         $     2,425
Accounts payable and accrued expenses...........................................        114,661             132,053
Current portion of long-term debt...............................................          5,365               3,246
Taxes payable...................................................................          1,879               3,004
                                                                                    -----------         -----------
Total Current Liabilities.......................................................        124,956             140,728
Long-term Debt..................................................................        437,618             439,750
Deferred and Other Long-term Liabilities........................................         26,838              28,711
Commitments and Contingencies                                                                --                           --
Members' Equity.................................................................        202,405             203,404
                                                                                    -----------         -----------
Total Liabilities and Members' Equity...........................................    $   791,817         $   812,593
                                                                                    ===========         ===========

</TABLE>


                 See Notes to Consolidated Financial Statements.


<PAGE>


                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                          ------------------
                                                                                     Successor          Predecessor
                                                                                      Company             Company
(Dollars in thousands)                                                              Mar. 31, 2002      Mar. 31, 2001(1)
                                                                                    -------------      ----------------

Cash Flow From Operating Activities
<S>                                                                                 <C>              <C>
Net Income......................................................................    $       308      $    10,324
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization...............................................          4,439            2,597
    Unrealized loss on foreign exchange transactions............................            218              --
Change in assets and liabilities:
    (Increase) in accounts receivable...........................................         (2,326)          (1,980)
    Decrease (increase) in inventories..........................................          4,950           (5,238)
    (Decrease) increase in accounts payable and other accrued expenses..........        (18,119)           5,560
    (Increase) in other ........................................................            (33)          (3,184)
                                                                                    ---------------  ------------
Net Cash (Used in)/ Provided by Operating Activities............................        (10,563)           8,079
Cash Flow From Investing Activities
Additions to property, plant and equipment......................................         (2,339)          (2,271)
Proceeds from sale of fixed assets..............................................             --            1,270
                                                                                     --------------   -----------
Net Cash Used in Investing Activities...........................................         (2,339)          (1,001)
Net Cash Used in Financing Activities...........................................           (167)          (2,996)
Effect of exchange rate changes on cash and cash equivalents....................           (205)              93
                                                                                    --------------   -----------
Net Change in Cash and Cash Equivalents.........................................        (13,274)           4,175
Cash and Cash Equivalents at Beginning of Period................................         55,837            8,661
                                                                                    -----------      -----------
Cash and Cash Equivalents at End of Period......................................    $    42,563      $    12,836
                                                                                    ===========      ===========
</TABLE>


(1)  The three months ended March 31, 2001 represents the predecessor company.



                See Notes to Consolidated Financial Statements.
<PAGE>


                          ARMKEL, LLC AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       Financial Statement Presentation

The consolidated balance sheet as of March 31, 2002, the consolidated statements
of income and members' equity and  consolidated  statements of cash flow for the
three  months  ended  March 31,  2002  have been  prepared  by  Armkel,  LLC and
subsidiaries  (the "Company" or the "Successor")  and are unaudited.  The period
for the three  months  ended  March 31,  2001  represents  the  combined  income
statement    of   the    Carter-Wallace    Consumer    Business   -    Excluding
Antiperspirant/Deodorant  Products  in the  United  States  and  Canada  and Pet
Products (the "Predecessor") and is unaudited. In the opinion of management, all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present  fairly the financial  position,  results of operations and cash flow at
March 31, 2002 and for all periods presented have been made.

The Company  acquired the  Predecessor  on September  28, 2001.  (See Note 5 for
further details on the acquisition).  The Predecessor  income statement has been
prepared  pursuant to the Asset  Purchase  Agreement  and Product Line  Purchase
Agreement in accordance with  accounting  principles  generally  accepted in the
United  States of America as detailed in the  Company's  December  31, 2001 10-K
filing.  The principal  differences  in  accounting  between the Company and the
Predecessor relate to the income tax status of the entities and amortization. As
the Company is treated as a partnership  for U.S. tax purposes,  it is generally
not subject to U.S taxes on income. The Predecessor tax provision was calculated
as if it was fully taxable under U.S tax law and as if it was filing tax returns
on a stand-alone basis. As the Company adopted Statement of Financial Accounting
Standard No. 142,  Goodwill and Other  Intangible  Assets,  the Company does not
amortize goodwill and tradenames.  The Predecessor recorded amortization expense
for its goodwill and tradenames.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.   It  is  suggested  that  these   condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and notes  thereto  included  in the  Company's  December  31,  2001
required Form 10-K filing.  The results of operations for the period ended March
31, 2002 are not  necessarily  indicative of the operating  results for the full
year.

2.       Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                                   Mar. 31, 2002   Dec. 31, 2001
                                                                                   -------------   -------------
         (In thousands)
<S>                                                                                  <C>               <C>
         Raw materials and supplies.............................................     $   15,856        $  14,681
         Work in process........................................................          8,351           13,772
         Finished goods.........................................................         40,172           41,423
                                                                                     ----------        ---------
                                                                                     $   64,379        $  69,876
                                                                                     ==========        =========
</TABLE>

3.       Property, Plant and Equipment consist of the following:
<TABLE>
<CAPTION>
                                                                                   Mar. 31, 2002    Dec. 31, 2001
                                                                                   -------------    -------------
         (In thousands)
<S>                                                                                  <C>                <C>
         Land...................................................................     $   24,051         $ 23,922
         Buildings and improvements.............................................         43,770           43,508
         Machinery and equipment................................................         41,140           39,917
         Office equipment and other assets......................................          8,920            8,567
         Construction in progress                                                         6,046            6,156
                                                                                     ----------        ---------
                                                                                        123,927          122,070
         Less accumulated depreciation, depletion and amortization..............          4,450            2,190
                                                                                     -----------       ---------
         Net Property, Plant and Equipment......................................     $  119,477        $ 119,880
                                                                                     ==========        =========
</TABLE>

4.   Recent Accounting Pronouncements

     a. During the  quarter,  the Company  adopted  EITF 00-14  "Accounting  for
     Certain  Sales   Incentives"  and  EITF  00-25  "Vendor  Income   Statement
     Characterization  of Consideration from a Vendor to a Retailer." EITF 00-14
     addresses  the  income  statement  classification  for  offers  by a vendor
     directly to end  consumers  that are  exercisable  after a single  exchange
     transaction  in the form of coupons,  rebate  offers,  or free  products or
     services disbursed on the same date as the underlying exchange transaction.
     The  issue  requires  the cost of  these  items  to be  accounted  for as a
     reduction of revenues,  not included as a marketing  expense as the Company
     did previously. EITF 00-25


<PAGE>



                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


     outlines  required  accounting   treatment  of  certain  sales  incentives,
     including slotting or placement fees, cooperative advertising arrangements,
     buydowns and other allowances.  The Company previously  recorded such costs
     as marketing  expenses.  The issue  requires the Company to report the paid
     consideration  expense  as a  reduction  of sales,  rather  than  marketing
     expense.  The Predecessor's first quarter 2001 net sales have been restated
     for both issues.  The impact was a reduction of net sales and  advertising,
     consumer and trade  promotion  expense of  approximately  $12.2 million and
     $11.0 million in 2002 and 2001, respectively, and did not have an effect on
     net income.

     b. In July  2001,  the  FASB  issued  SFAS No.  142,  "Goodwill  and  Other
     Intangible  Assets,"  which  supersedes  APB  Opinion  No. 17,  "Intangible
     Assets".  Under its changes,  SFAS No. 142  establishes  new  standards for
     goodwill acquired in a business combination and eliminates  amortization of
     goodwill and instead sets forth methods to periodically  evaluate  goodwill
     for impairment.  The Company, at its inception,  adopted certain provisions
     of this statement.  The impairment provisions of the statement were adopted
     January 1, 2002 and did not have any impact on the  Company's  consolidated
     financial statements.

     The following tables discloses the carrying value of all intangible assets:

<TABLE>
<CAPTION>
                                             March 31, 2002                            December 31, 2001
                                             --------------                            -----------------
                                 Gross Carrying    Accum.                  Gross Carrying     Accum.
     (In thousands)                 Amount      Amortization      Net          Amount      Amortization      Net
                                    ------      ------------      ---          ------      ------------      ---
<S>                               <C>            <C>         <C>            <C>             <C>          <C>
     Amortized intangible assets:
     ---------------------------
         Patents                   $  27,500      $  2,250    $   25,250     $   27,500      $ 1,125      $  26,375
                                   =========      ========    ==========     ==========      =======      =========
     Unamortized intangible assets - Carrying value(1)
     -----------------------------
         Tradenames                $ 238,449      $     --    $  238,449     $  239,036      $    --     $  239,036
                                   =========      ========    ==========     ==========      =======     ==========

     (1) Change in unamortized tradenames is primarily due to translation adjustments.
</TABLE>

     Intangible  amortization  expense  amounted to $1.1  million in the current
     quarter and $.7 million  for the same period of a year ago.  The  estimated
     intangible  amortization  for each of the next five years is  approximately
     $4.5 million.  The weighted average amortization period for patents is five
     years.

     The changes in the carrying  amount of goodwill for the quarter ended March
     31, 2002 is as follows:

<TABLE>
<CAPTION>

     (In thousands)                                                      Domestic        International       Total
                                                                         --------        -------------       -----
<S>                   <C> <C>                                            <C>             <C>               <C>
     Balance December 31, 2001....................................       $ 145,237       $   31,461        $ 176,698
     Purchase accounting adjustments..............................              93            2,799            2,892
     Foreign exchange/other.......................................              --             (420)            (420)
                                                                         ---------       ----------        ---------
     Balance March 31, 2002.......................................       $ 145,330       $   33,840        $ 179,170
                                                                         =========       ==========        =========
</TABLE>

     c. In January 2002, the Company  adopted SFAS No. 144,  "Accounting for the
     Impairment  or  Disposal  of  Long-Lived  Assets".  SFAS No. 144  addresses
     financial  accounting  and  reporting  for the  impairment  or  disposal of
     long-lived  assets.  This  statement  supersedes  FASB  Statement  No. 121,
     "Accounting for the Impairment of Long-Lived  Assets to Be Disposed Of" and
     the  accounting and reporting  provisions of APB Opinion No. 30,  Reporting
     the Results of Operations Reporting the Effects of Disposal of a Segment of
     a Business,  and Extraordinary,  Unusual and Infrequently  Occurring Events
     and Transactions", for the disposal of a business (as previously defined in
     that  Opinion).  This  statement  also  amends  ARB No.  51,  "Consolidated
     Financial  Statements"' to eliminate the exception to  consolidation  for a
     subsidiary for which control is likely to be temporary. The adoption of the
     standard  did not have a  material  impact  on the  Company's  consolidated
     financial statements.

5.       Acquisitions

On May 7, 2001 the Company and  Carter-Wallace  entered into a definitive  Asset
Purchase  Agreement  which was  consummated  on September 28, 2001.  The Company
acquired  the assets and  liabilities  that  related  primarily  to the consumer
products  business of  Carter-Wallace,  as well as 100% of the capital  stock of
certain foreign subsidiaries of
<PAGE>


                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


Carter-Wallace  (the  "Acquisition").  Under a separate  agreement  dated May 7,
2001, Church & Dwight Co., Inc. ("C&D") agreed to  simultaneously  purchase from
the Company the assets relating to the antiperspirant/deodorant product lines in
the United States and Canada and the assets relating to the Lambert-Kay  line of
pet products,  and assumed the liabilities of these businesses.  The Acquisition
was accounted for as a purchase under the provisions of SFAS No. 141,  "Business
Combinations" and has been included in the Company's  financial  statements from
the date of the acquisition.

6.   Related Party Transactions

Arrangements with Church & Dwight
---------------------------------

As part of the  acquisition,  the Company  entered  into a  management  services
agreement  ("MSA")  with C&D whereby C&D has agreed to provide the Company  with
corporate  management and  administrative  services  primarily for the Company's
domestic  operations.  These services generally include, but are not limited to,
sales, marketing,  facilities operations,  finance,  accounting,  MIS, legal and
regulatory,  human  resources,  R&D,  Canadian  sales and  executive  and senior
management oversight of each of the above services.

The term of the  management  services  agreement is five years,  with  automatic
one-year  renewals  unless the Company  provides six months' notice that it does
not want to renew the agreement.

During  the  quarter,  the  Company  paid C&D $3.5  million  for  administrative
services and sold $5.4 million of deodorant  antiperspirant  inventory to C&D at
its cost.  The Company  charged C&D $1.0  million of  transition  administrative
services.

The Company had a net payable of approximately $6.0 million and $12.0 million at
March 31,  2002 and  December  31,  2001,  respectively,  primarily  related  to
accounts receivables collected on behalf of C&D, partially offset by amounts due
to the Company from C&D for inventory.

Arrangements with Kelso
-----------------------

Kelso has agreed to provide the Company  with  financial  advisory  services for
which the Company will pay an annual fee of $1.0 million. The Company has agreed
to  indemnify  Kelso  against  certain  liabilities  and  reimburse  expenses in
connection with its engagement. For the period ended March 31, 2002, the Company
paid Kelso $250,000.


7.    Contingencies

The  Acquisition,  and the concurrent sale of the remainder of  Carter-Wallace's
business to a third party, involved a number of arrangements between the Company
and  Medpointe  (the  successor  to  Carter-Wallace)   relating  to  assets  and
liabilities purchased and assumed as part of the transaction. These arrangements
have given rise to a number of disputes  among the parties which may lead to the
incurrence of costs or liabilities, and the Company's payment of funds.

There exists a dispute related to retiree  medical costs.  Pursuant to the Asset
Purchase  Agreement,  the Company has agreed to assume the  liability for 60% of
the future retiree  medical costs incurred with respect to certain  specifically
identified   employees  of  the  consumer   products  business  that  terminated
employment with  Carter-Wallace  during the period from May 7, 2001, through and
including September 28, 2001, the date the Acquisition was consummated.

Medpointe has asserted that all of the specifically  identified employees of the
consumer  products  business were  terminated by  Carter-Wallace  on the date of
closing,  and that the Company is therefore liable for 60% of the future retiree
medical costs with respect to all of those former employees. Medpointe estimates
the Company's share of the liability for the specifically  identified  employees
to be  approximately  $6 million to $10 million  (depending upon final actuarial
valuation), based on current plan design, which is subject to change at any time
by such entity. The Company disagrees with Medpointe's position although it does
not  believe  that it has any  liability  for those  employees  who chose not to
retire but to instead work for the Company or C&D, it cannot be certain that the
dispute  will  be  resolved  in the  Company's  favor.  Due  to the  uncertainty
regarding  the  resolution of this  dispute,  any  potential  liability for this
amount has not been reflected in these financial statements.
<PAGE>

                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

Pursuant to the Asset Purchase  Agreement,  the purchase price shall be adjusted
with respect to domestic net working capital at close. The Company and Medpointe
are currently negotiating this adjustment. Due to the uncertainty of the outcome
no amount has been reflected in these financial statements.

The Company has entered into an agreement with  Medpointe  pursuant to which the
Company has agreed to indemnify it and certain  related  parties  against 60% of
all  liabilities  relating  to  any  action  challenging  the  validity  of  the
Acquisition or the merger (other than antitrust-based action),  including 60% of
all Appraisal Damages (defined as the recovery greater than the per share merger
price times the number of shares in the  appraisal  class) claims made by former
Carter-Wallace shareholders.

While the Company's  potential  exposure  with respect to the Appraisal  Damages
claims is  effectively  capped at $12 million  (because of a separate  agreement
between Carter-Wallace and certain shareholders of Carter-Wallace),  there is no
cap on the Company's indemnification obligation arising out of other transaction
related  liabilities  of  Carter-Wallace.  Due to  uncertainty of the outcome no
amount has been reflected in these financial statements.  In connection with the
sale of the Disposed  Businesses to C&D, C&D agreed to indemnify the Company for
up to 17.4% of any amounts  that the Company may become  liable for  pursuant to
the Company's indemnification  agreement with Carter-Wallace.  If the Company is
required to perform under these indemnification obligations, its liability could
be  substantial.  This could  materially  and  adversely  affect  the  Company's
financial condition and results of operations.

Carter-Wallace has been engaged in litigation with Tambrands Inc. in the Supreme
Court of the State and County of New York  arising out of a patent  infringement
and misappropriation  suit previously filed against both companies in the United
States  District  Court,   Southern  District  of  New  York,  by  New  Horizons
Diagnostics Corporation,  or "NHDC", et al. The NHDC suit, which was settled and
discontinued  in July 1996,  asserted  claims with respect to certain "gold sol"
technology  (used in the First  Response and Answer home pregnancy and ovulation
test kits) that Carter-Wallace had acquired from Tambrands pursuant to a written
purchase  agreement  in March 1990.  Carter-Wallace  paid an  immaterial  amount
toward that  settlement.  In the pending  Supreme Court action,  Tambrands seeks
reimbursement from  Carter-Wallace of an unspecified  portion of the amount paid
by  Tambrands  in  settlement  of the NHDC suit,  and for  defense  costs.  Both
Tambrands and Carter-Wallace  moved for summary judgment,  and the Supreme Court
granted Carter-Wallace's motion. Tambrands has appealed that ruling. The Company
has assumed this litigation as part of the Acquisition.  The Company believes it
has good defenses, under the terms of the 1990 purchase agreement, to Tambrands'
claim.

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.

8.   Restructuring Reserve

As of the date of the  Acquisition,  the Company  started to implement a plan to
reorganize the operation of the acquired consumer business.  The main components
of the plan included  rationalizing  facilities  for which the Company  incurred
lease  termination  costs of $1.8 million and  rationalizing  the Company's work
force.

The accrual for  severance is  consistent  with the  Company's  plan to have C&D
provide  various  services  instead  of  the  current   infrastructure   of  the
Predecessor  company.  The accrued  severance is for  identified  employees from
various  areas  including  executives,   administrative  support  and  corporate
functions  (finance,  human resources,  legal, MIS, R&D,  logistics,  marketing,
sales and purchasing).  There may be other employees  identified for involuntary
termination  to complete the plan and, if so, an additional  amount of severance
will be accrued and  goodwill  will  increase.  Actions  required by the plan of
termination  began  immediately  after  consummation  of the transaction and the
period of time to  complete  the plan will not extend  past 12 months  after the
Acquisition date.

<PAGE>

                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)






The following table summarizes the activity in the Company's restructuring
accruals:

<TABLE>
<CAPTION>
                                                                      Reserves at      Payments and     Reserves at
    (In thousands)                                                   Dec. 31, 2001      Adjustments     Mar 31, 2002
                                                                     -------------      -----------     ------------

<S>                                                                     <C>              <C>               <C>
Severance and other charges.......................................      $ 40,709         $ (8,538)         $32,171
Site clearance costs..............................................         1,753              --             1,753
                                                                        --------         ---------         -------
                                                                        $ 42,462         $ (8,538)         $33,924
                                                                        ========         =========         =======
</TABLE>

9. Segments and Supplemental Information

Segment Information
-------------------

The Company has two operating segments:  Domestic Consumer Products Division and
International Consumer Products Division.


Measurement of Segment Results and Assets
-----------------------------------------

The  accounting  policies  of the  segments  are  generally  the  same as  those
described in Note 1.


Supplemental Financial Information of Domestic and International Operations
---------------------------------------------------------------------------

The  senior   subordinated  notes  registered  by  the  Company  are  fully  and
unconditionally  guaranteed  by the  domestic  subsidiaries  of the Company on a
joint and several basis. The following  information is being presented to comply
with SEC Regulation SX, Item 3-10 and to provide required segment disclosures.

Supplemental  information for condensed consolidated balance sheets at March 31,
2002,  condensed  consolidated income statements and consolidated cash flows for
the period from  December  31, 2001 to March 31, 2002 is  summarized  as follows
(amounts in thousands):

<PAGE>

                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

<TABLE>
<CAPTION>

Successor Consolidated Statement of Income                                 For The Three Months Ended March 31, 2002
                                                              --------------------------------------------------------------------
                                                                                                                          Total
                                                                Domestic        International        Eliminations      Consolidated
                                                                --------        -------------        ------------      ------------
<S>                                                               <C>               <C>               <C>                <C>
Net sales.................................................        $ 51,432          $ 47,793          $  (2,772)         $ 96,453
Cost of goods sold........................................          28,697            25,094             (2,772)           51,019
                                                               -----------       -----------        -----------       -----------
Gross profit..............................................          22,735            22,699                --             45,434
Operating expenses........................................          17,005            17,108                --             34,113
                                                               -----------       -----------        -----------       -----------
Income from operations....................................           5,730             5,591                --             11,321
Interest expense..........................................          (9,115)           (1,782)             1,476            (9,421)
Interest income...........................................           1,627               150             (1,476)              301
Other (expense) income ...................................            (688)              609                --                (79)
                                                               -----------       ----------         -----------        ----------
(Loss) Income before taxes................................          (2,446)            4,568                --              2,122
Income taxes                                                            --             1,814                --              1,814
                                                               ------------      -----------        -----------        ----------
    Net Income (Loss).....................................       $  (2,446)         $  2,754          $     --            $   308
                                                                 =========          ========          =========           =======
</TABLE>

<TABLE>
<CAPTION>

Predecessor Combined Statement of Income                                   For The Three Months Ended March 31, 2001
                                                              --------------------------------------------------------------------
                                                                                                                          Total
                                                                 Domestic        International       Eliminations      Consolidated
                                                                 --------        -------------       ------------      ------------
<S>                                                               <C>               <C>                   <C>            <C>
Net sales.................................................        $ 45,429          $ 48,862              $ --           $ 94,291
Cost of goods sold........................................          16,202            26,748                --             42,950
                                                               -----------       -----------        -----------      ------------
Gross profit..............................................          29,227            22,114                --             51,341
Operating expenses........................................          13,286            16,098                --             29,384
                                                               -----------       -----------        -----------       -----------
Income from operations....................................          15,941             6,016                --             21,957
Interest expense..........................................             --               (384)               --               (384)
Interest income...........................................             --                164                --                164
Other income (expense)....................................             133              (913)               --               (780)
                                                               ------------      ------------       ------------      ------------
Income before taxes.......................................          16,074             4,883                --             20,957
Income taxes                                                         7,876             2,757                --             10,633
                                                               ------------      ------------       ------------      ------------
  Net Income............................................          $  8,198          $  2,126          $     --           $ 10,324
                                                                  ========          ========          =========          ========
</TABLE>

<TABLE>
<CAPTION>

Successor Consolidated Balance Sheets                                                             March 31, 2002
                                                              --------------------------------------------------------------------
                                                                                                                          Total
                                                                Domestic        International       Eliminations       Consolidated
                                                                --------        -------------       ------------       ------------
<S>                                                               <C>               <C>               <C>                <C>
Cash and cash equivalents.................................        $ 25,826          $ 16,737          $     --           $ 42,563
Accounts receivable, less allowances......................          27,988            69,136               (563)           96,561
Inventories...............................................          29,325            35,054                --             64,379
Prepaid expenses..........................................             402             3,559                --              3,961
                                                                ----------        ----------           ---------       ----------
    Total current assets..................................          83,541           124,486               (563)          207,464
Property, plant and equipment (net).......................          89,003            30,474                 --           119,477
Investment in subsidiaries................................          53,418                --            (53,418)               --
Notes receivable..........................................          63,557                --            (63,557)               --
Tradenames and patents....................................         226,450            37,249                 --           263,699
Goodwill..................................................         145,330            33,840                 --           179,170
Deferred financing costs..................................          20,131                --                 --            20,131
Other assets..............................................             --              1,876                 --             1,876
                                                                ----------        ----------           ---------       ----------
    Total assets..........................................       $ 681,430          $227,925          $(117,538)         $791,817
                                                                 =========          ========          =========          ========
Short-term borrowings.....................................       $     --           $  3,051           $    --           $  3,051
Accounts payable and accrued expenses.....................          61,990            53,234               (563)          114,661
Current portion of long-term debt.........................           3,700             1,665                --              5,365
Taxes payable.............................................             --              1,879                --              1,879
                                                                ----------         ---------          ---------        ----------
    Total current liabilities.............................          65,690            59,829               (563)          124,956
Long-term debt............................................         405,982            31,636                --            437,618
Notes payable.............................................              --            63,557            (63,557)              --
Deferred and other long-term liabilities..................           5,995            20,843                --             26,838
                                                                ----------        ----------          ---------        ----------
    Total liabilities.....................................         477,667           175,865            (64,120)          589,412
 Net members' equity and subsidiary capital...............         203,763            52,060            (53,418)          202,405
                                                                ----------        ----------          ---------        ----------
    Total Liabilities and Members' Equity.................       $ 681,430          $227,925          $(117,538)         $791,817
                                                                 =========          ========          =========          ========
</TABLE>


<PAGE>

                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


<TABLE>
<CAPTION>

                                                                                            December 31, 2001
                                                             -----------------------------------------------------------------
                                                                                                                    Total
                                                               Domestic      International      Eliminations     Consolidated
                                                               --------      -------------      ------------     ------------
<S>                                                           <C>             <C>                <C>               <C>
Cash and cash equivalents.................................     $ 40,444        $ 15,393          $     --           $ 55,837
Accounts receivable, less allowances......................       30,758          68,936             (4,222)           95,472
Inventories...............................................       36,137          33,739                --             69,876
Prepaid expenses..........................................          648           3,271                --              3,919
                                                             ----------      ----------         ----------         ---------
    Total current assets..................................      107,987         121,339             (4,222)          225,104

Property, plant and equipment (net).......................       88,790          31,090                --            119,880
Investment in subsidiaries................................       52,061              --            (52,061)              --
Notes receivable..........................................       65,540              --            (65,540)              --
Tradenames and patents....................................      227,575          37,836                --            265,411
Goodwill..................................................      145,237          31,461                --            176,698
Deferred financing costs..................................       20,892              --                --             20,892
Other assets..............................................          --            4,608                --              4,608
                                                             ----------       ---------         ----------        ----------
    Total assets..........................................     $708,082        $226,334          $(121,823)         $812,593
                                                              =========        ========          =========          ========

Short-term borrowings.....................................     $    --         $  2,425          $     --           $  2,425
Accounts payable and accrued expenses.....................       86,552          49,723             (4,222)          132,053
Current portion of long-term debt.........................        2,413             833                --              3,246
Taxes payable.............................................          --            3,004                --              3,004
                                                             ----------       ---------         ----------       -----------
    Total current liabilities.............................       88,965          55,985             (4,222)          140,728
Long-term debt............................................      407,235          32,515                 --           439,750
Notes payable.............................................           --          65,540            (65,540)              --
Deferred and other long-term liabilities..................        6,011          22,700                --             28,711
                                                             ----------       ---------          ---------       -----------
    Total liabilities.....................................      502,211         176,740            (69,762)          609,189
Net members' equity and subsidiary capital................      205,871          49,594            (52,061)          203,404
                                                             ----------       ---------          ---------        ----------
   Total Liabilities and Members' Equity.................     $708,082         $226,334          $(121,823)         $812,593
                                                              =========        ========          =========          ========
</TABLE>

<PAGE>


                          ARMKEL, LLC AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


<TABLE>
<CAPTION>
Successor Consolidated Statement of Cash Flow                                            For The Three Months Ended March 31, 2002
                                                                                         -----------------------------------------
                                                                                                                          Total
                                                                                         Domestic     International    Consolidated
                                                                                         --------     -------------    ------------
Cash Flow From Operating Activities
<S>                                                                                        <C>          <C>                <C>
Net Income........................................................................         $ (2,446)    $    2,754         $  308
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization.................................................            3,517            922          4,439
    Unrealized (gain) loss on foreign exchange transactions.......................              627           (409)           218
Change in assets and liabilities:
    Decrease (Increase) in accounts receivable....................................              190         (2,516)        (2,326)
    Decrease (Increase) in inventories............................................            6,812         (1,862)         4,950
    Increase (Decrease) in accounts payable.......................................          (21,330)         3,211        (18,119)
    Increase (Decrease) in other..................................................               23            (56)           (33)
                                                                                         ----------      ---------      ---------
Net Cash (Used in) Provided by Operating Activities...............................          (12,607)         2,044        (10,563)
                                                                                         ----------      ---------      ---------
Net Cash Used in Investing Activities (for additions to property, plant & equipment)         (1,844)          (495)        (2,339)
                                                                                         ----------      ----------     ---------
Net Cash Used in Financing Activities (for deferred financing costs)..............             (167)           --            (167)
                                                                                         ----------     ----------      ---------
Effect of exchange rate changes on cash and cash equivalents......................              --            (205)          (205)
                                                                                         ----------     ----------      ---------
NET CHANGE IN CASH & CASH EQUIVALENTS.............................................          (14,618)         1,344        (13,274)
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD....................................           40,444         15,393         55,837
                                                                                         ----------     ----------      ---------
CASH & CASH EQUIVALENTS AT END OF PERIOD..........................................         $ 25,826       $ 16,737       $ 42,563
                                                                                           ========       ========       ========
</TABLE>


The following table sets forth the Company's principal product lines and related
data for the period ended March 31, 2002 and March 31, 2001.

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                            ------------------
                                                                                         Successor       Predecessor
                                                                                          Company          Company
Net Sales (In thousands)                                                               Mar. 31, 2002    Mar. 31, 2001
                                                                                       -------------    -------------
<S>                                                                                  <C>               <C>
     Products
     Family Planning(1).........................................................      $    42,714       $    40,237
     Depilatories and waxes; face and skincare..................................           18,359            17,838
     Oral care..................................................................            7,159             7,806
     OTC Products...............................................................           12,963            12,045
     Other consumer products....................................................           15,258            16,365
                                                                                      -----------       -----------
         Total net sales........................................................      $    96,453       $    94,291
                                                                                      ===========       ===========
</TABLE>
--------------------
(1) Family Planning includes condom product sales and pregnancy and ovulation
kits.
<PAGE>

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


Results of Operations
---------------------

Armkel,  LLC and  subsidiaries  (the "Company" or the "Successor") is an equally
owned joint venture  formed by Church & Dwight Co., Inc. (C&D) and affiliates of
Kelso & Company,  L.P.  (Kelso).  On September  28, 2001,  the Company  acquired
certain of the domestic  consumer  product assets of  Carter-Wallace,  primarily
Trojan condoms, Nair depilatories,  and First Response and Answer test kits, and
the   international   subsidiaries   of   Carter-Wallace.   The   remainder   of
Carter-Wallace,  comprised of its healthcare and pharmaceuticals businesses, was
merged with an unrelated  third party after the  completion of the  Acquisition.
Simultaneously  with the consummation of the  acquisition,  the Company sold the
remainder of the consumer products  businesses,  Arrid antiperspirant in the U.S
and Canada and the Lambert-Kay line of pet care products, to C&D.

Prior to the  Acquisition,  Carter-Wallace  reported  its  historical  financial
results for the combined business,  including the business the Company acquired,
the Disposed  Businesses and the healthcare  and  pharmaceuticals  business on a
consolidated  basis.  In connection  with the  Acquisition,  the  Carter-Wallace
consumer business predecessor  financial statements were prepared to reflect the
operating  performance  of the Company's  business for the years ended March 31,
2000 and 2001 and for the period from April 1, 2001 to September  28, 2001.  The
Company's  historical  financial  statements were not compiled separately at any
prior time, as the Company was not a stand-alone subsidiary,  with the exception
of the international  division. As a result, certain cost allocation assumptions
were made.

The following  section  discusses  comparisons to the  three-month  period ended
March 31, 2002 compared to the same period in the prior year for the predecessor
company.

Three Month Comparison

<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                        ------------------
                                                                                            (In millions)
                                                                                     Successor       Predecessor
                                                                                      Company          Company
                                                                                     March 31,       March 31,(1)
                                                                                       2002             2001
                                                                                       ----             ----
<S>                                                                                 <C>            <C>
         Net sales(1)...........................................................     $    96.5      $    94.3
         Cost of goods sold(2)..................................................          51.1           43.0
                                                                                     ---------      ---------
         Gross Profit...........................................................          45.4           51.3
         Advertising, Consumer & Trade Promotion..........................                11.5           10.9
         Selling, General & Administrative(2)...................................          22.6           18.4
         Interest Expense & Other Income........................................           9.2            1.0
                                                                                     ---------      ---------
         Income before taxes....................................................     $     2.1      $    21.0
                                                                                     =========      =========


(1)  Net Sales for the  predecessor  financial  statements  has been adjusted to
     conform  with  EITF  00-14  and  EITF  00-25.

(2)  Distribution  expense  reclassified from operating expense to cost of goods
     sold for  predecessor  financial  statements  in order  to  conform  to the
     Company's presentation.
</TABLE>


The results of operations  for the period from January 1, 2002 to March 31, 2002
are affected by certain  expenses  related to accounting  and other  acquisition
related  integration  expenses.  These items are outlined below and addressed in
further detail in the discussion below:

                                                               (in millions)
                                                               -------------
   Inventory Step-up Expenses...........................          $   8.1
   Transition Expenses..................................          $   1.0


Net Sales
---------

Net sales increased $2.2 million,  or 2.3%, to $96.5 million in the period ended
March 31, 2002 from $94.3  million in the three  months  ended  March 31,  2001.
Domestic Net Sales increased $3.3 million, or 7.1%, to $48.7 million




<PAGE>




           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


from $45.4  million.  This  increase in Domestic Net Sales (net of  intercompany
eliminations)  is primarily due to the continued  growth in the domestic condoms
and depilatories businesses.  International Net Sales decreased $1.1 million, or
2.2%,  to $47.8 million from $48.9  million.  The decline in  International  Net
Sales is principally due to exchange rate fluctuations.

During the quarter, the Company adopted EITF 00-14 "Accounting for Certain Sales
Incentives"  and  EITF  00-25  "Vendor  Income  Statement   Characterization  of
Consideration  from a Vendor to a  Retailer."  EITF 00-14  addresses  the income
statement  classification  for offers by a vendor directly to end consumers that
are  exercisable  after a single  exchange  transaction  in the form of coupons,
rebate  offers,  or free products or services  disbursed on the same date as the
underlying exchange  transaction.  The issue requires the cost of these items to
be accounted for as a reduction of revenues, not included as a marketing expense
as the Company did previously. EITF 00-25 outlines required accounting treatment
of certain sales incentives,  including slotting or placement fees,  cooperative
advertising  arrangements,  buydowns and other allowances.  The Company recorded
such costs as marketing  expenses.  The issue requires the Company to report the
paid  consideration  expense as a  reduction  of sales,  rather  than  marketing
expense.  The Predecessor's  first quarter 2001 net sales have been restated for
both  issues.  The impact was a reduction  of net sales of  approximately  $12.2
million and $11.0  million in 2002 and 2001,  respectively,  and did not have an
effect on net income.

Cost of Goods Sold
------------------

Cost of goods sold  increased  $8.1 million,  or 18.8%,  to $51.1 million in the
period  ended March 31, 2002 from $43.0  million in the three months ended March
31, 2001.  As a percentage  of net sales,  cost of goods sold grew to 52.9% from
45.6% in 2001.  This increase in cost of goods sold is due to the remaining $8.1
million of additional expense relating to inventory step-up adjustments incurred
at the  Acquisition.  Excluding  these  adjustments,  cost of goods  sold,  as a
percentage of net sales, would be reduced to 44.6% of net sales.


Operating Costs excluding Interest Expense and Other Income
-----------------------------------------------------------

Total operating  expenses  excluding interest expense and other income increased
$4.8 million, or 16.4%, to $34.1 million in the period ended March 31, 2002 from
$29.3 million in the three months ended March 31, 2001.

Advertising, consumer and trade promotion expense increased by $0.6 million, or
5.5%, to $11.5 million in the period ended March 31, 2002 from $10.9 million in
2001.

Selling,  general and administrative  expenses increased $4.2 million, or 22.8%,
to $22.6  million in the period ended March 31, 2002 from $18.4 million in 2001.
This  increase is  primarily  related to  estimated  transitional  costs of $1.0
million for former  Carter-Wallace  employees  employed  during the  integration
process,  $1.4  million in fees to Church & Dwight and Kelso,  a net increase of
$0.4 million in  amortization  for  acquired  patents and  goodwill,  and salary
increases over the prior period.

Interest Expense and Other Income
---------------------------------

Interest  expense  was $9.4  million in the three  months  ended  March 31, 2002
compared  to $0.4  million  for the three  months  ended  March 31,  2001.  This
interest expense in 2002 is related to the $225 million in outstanding bonds and
$220 million in term loans incurred at the time of the Acquisition.

Interest  income of $0.3  million  for the three  months  ended  March 31,  2002
increased $0.1 million compared to the three months ended March 31, 2001.

Liquidity and capital resources
-------------------------------

The Company  considers cash and cash  equivalents,  and  availability  under its
revolving credit  facility,  as the principal  measurement of its liquidity.  At
March 31, 2002,  cash,  including  cash  equivalents,  totaled  $42.6 million as
compared to $55.8 million at December 31, 2001.  At March 31, 2002,  the Company
had an unused revolving credit facility of $85 million.


<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULTS OF OPERATIONS - (Continued)


The  Company  had  outstanding   long-term  debt  of  $437.6  million,  and  the
aforementioned  cash and cash equivalents less short term and related party debt
of $28.1  million,  for a net debt  position of $409.5  million at  quarter-end.
Based  on the  definition  in its  loan  agreements,  the  Company's  EBITDA  is
estimated at $24.2 million for the quarter.

Financial  covenants in the Company's loan  agreements  include a leverage ratio
and an interest coverage ratio, both of which the Company was in compliance. The
Company  believes  cash on hand,  along with the $85  million  revolving  credit
facility,  is sufficient  to operate its  businesses,  to make expected  capital
expenditures,  to make severance  payments,  and to meet  foreseeable  liquidity
requirements.

Cash flows used in operating  activities  was $10.6 million for the three months
ended March 31, 2002 which  includes  $9.9 million in  semi-annual  subordinated
debt interest payments and $8.5 million in severance  payments  partially offset
by income from operations.

Cash flows used in  investing  activities  was $2.3 million for the three months
ended March 31, 2002, which is related to capital expenditures.

The Company has  incurred and will incur  severance  and other change in control
related liabilities to certain employees. In the three-month period ending March
31, 2002 it paid $8.5  million in  severance  payments.  The  Company  currently
anticipates  that the total  severance  payments  will equal  approximately  $51
million  and the  company  has paid out  $18.6  million  since  the start of the
acquisition.  It anticipates  the remaining  $32.4 million in severance  related
costs to be principally paid out in 2002.

Cautionary Note on Forward-Looking Statements
---------------------------------------------

This report  contains  forward-looking  statements  relating,  among others,  to
financial  objectives,   sales  growth  and  cost  improvement  programs.  These
statements, represent the intentions, plans, expectations and beliefs of Armkel,
and are subject to risks,  uncertainties  and other  factors,  many of which are
outside the  Company's  control.  These  factors,  which  include the ability of
Church  &  Dwight  to  successfully  integrate  the  Company's  operations,  and
assumptions  as to market growth and consumer  demand  (including  the effect of
recent political and economic events on consumer purchases),  and the outcome of
contingencies,   including   litigation,   environmental   remediation  and  the
divestiture of assets, could cause actual results to differ materially from such
forward-looking statements.  With regard to new product introductions,  there is
particular uncertainty related to trade, competitive and consumer reactions. For
a description of additional cautionary  statements,  see the Company's 2001 Form
10K, as well as Carter-Wallace's historical SEC reports.



                           PART II - Other Information


Item 6.  Exhibits and Reports on Form 8-K

         a........Exhibits
         .........None


         b........No reports on Form 8-K were filed for the three months ended
                  March 31, 2002.


<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.


                                        ARMKEL, LLC.
                                        --------------------------------------
                                        (REGISTRANT)



DATE:          May 14, 2002             /s/ Maureen K. Usifer
         ---------------------------    --------------------------------------
                                        MAUREEN K. USIFER
                                        CHIEF FINANCIAL OFFICER AND
                                        PRINCIPAL ACCOUNTING OFFICER



DATE:          May 14, 2002             /s/ Zvi Eiref
         ---------------------------    --------------------------------------
                                        ZVI EIREF
                                        DIRECTOR