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

                                  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 June 28, 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>
<CAPTION>
<S><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.

                                 (609) 683-5900
               Registrant's telephone Number, including area code
</TABLE>

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

        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 August 8, 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")

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

<TABLE>
<CAPTION>

                                                                 Three Months Ended                Six Months Ended
                                                                 ------------------                ----------------
                                                             Successor       Predecessor       Successor     Predecessor
                                                              Company          Company          Company        Company
 (Dollars in thousands)                                      June 28,         June 30,         June 28,       June 30,
                                                               2002            2001(1)           2002          2001(1)
                                                               ----            ----              ----          ----

<S>                                                         <C>            <C>                 <C>            <C>
Net Sales..............................................     $   115,858    $   113,894         $   212,311    $   208,185
Cost of goods sold.....................................          52,575         48,778             103,595         91,728
                                                            -----------    -----------         -----------    -----------
Gross Profit...........................................          63,283         65,116             108,716        116,457
Marketing expenses.....................................          13,439         12,342              24,906         23,263
Selling, general and administrative expenses...........          23,607         21,008              46,253         39,471
                                                            -----------    -----------         -----------    -----------
Income from Operations.................................          26,237         31,766              37,557         53,723
Interest expense.......................................           8,931            257              18,352            641
Interest (income)......................................            (254)           (98)               (555)          (262)
Other (income) expense.................................          (1,666)          (704)             (1,588)            76
                                                            -----------    -----------         -----------    -----------
Income before taxes....................................          19,226         32,311              21,348         53,268
Income taxes...........................................           3,641         13,539               5,455         24,172
                                                            -----------    -----------         -----------    -----------
Net Income.............................................          15,585         18,772              15,893         29,096
Other Comprehensive Income (Loss)......................             517         (4,478)               (790)        (3,534)
                                                            -----------    -----------         -----------    -----------
Total Comprehensive Income.............................          16,102         14,294              15,103         25,562
Members' Equity at Beginning of Period.................         202,405             --             203,404             --
                                                            -----------                        -----------
Members' Equity at End of Period.......................     $   218,507             --         $   218,507             --
                                                            ===========                        ===========
Net Assets to be Sold at Beginning of Period...........                        255,762                            244,494
                                                                           -----------                        -----------
Net Assets to be Sold at End of Period.................                    $   270,056                        $   270,056
                                                                           ===========                        ===========

-----------------
(1) The three months and six months ended June 30, 2001 represent the
predecessor company combined financial information reclassified for conformity
to the 2002 presentation.
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.
<PAGE>

                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                                    June 28, 2002       Dec. 31, 2001
                                                                                    -------------       -------------
(Dollars in thousands)                                                              (Unaudited)
Assets
Current Assets
<S>                                                                                 <C>                 <C>
Cash and cash equivalents.......................................................    $    41,145         $    55,837
Accounts receivable, less allowances of $4,796 and $5,317.......................        125,560              96,672
Inventories.....................................................................         62,689              69,876
Prepaid expenses................................................................          4,072               3,919
                                                                                     ----------         -----------
Total Current Assets............................................................        233,466             226,304
Property, Plant and Equipment (Net).............................................        120,110             119,880
Tradenames and Patents..........................................................        263,525             265,411
Goodwill........................................................................        173,879             176,698
Deferred Financing Costs........................................................         19,583              20,892
Other Assets....................................................................          1,548               4,608
                                                                                    -----------         -----------
Total Assets....................................................................    $   812,111         $   813,793
                                                                                    ===========         ===========

Liabilities and Members' Equity
Current Liabilities
Short-term borrowings...........................................................    $     2,565         $     2,425
Accounts payable and accrued expenses...........................................        117,334             133,253
Current portion of long-term debt...............................................          6,812               3,246
Taxes payable...................................................................          3,710               3,004
                                                                                    -----------         -----------
Total Current Liabilities.......................................................        130,421             141,928
Long-term Debt..................................................................        436,487             439,750
Deferred and Other Long-term Liabilities........................................         26,696              28,711
Commitments and Contingencies                                                                --                  --
Members' Equity.................................................................        218,507             203,404
                                                                                    -----------         -----------
Total Liabilities and Members' Equity...........................................    $   812,111         $   813,793
                                                                                    ===========         ===========

</TABLE>




            See Notes to Condensed Consolidated Financial Statements.


<PAGE>


                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                             Six Months Ended
                                                                                         Successor       Predecessor
                                                                                          Company          Company
                                                                                         June 28,         June 30,
(Dollars in thousands)                                                                     2002            2001(1)
                                                                                           ----            ----
Cash Flow From Operating Activities:
<S>                                                                                   <C>               <C>
Net Income........................................................................    $    15,893       $    29,096
Adjustments to reconcile net income to net cash
        provided by operating activities:
     Depreciation and amortization................................................          8,534             5,590
     Unrealized gain on foreign exchange transactions.............................         (1,413)               --
Change in assets and liabilities:
     (Increase) in accounts receivable............................................        (27,471)          (25,791)
     Decrease(increase) in inventories............................................          8,586            (2,229)
     (Decrease) increase in accounts payable and
        other accrued expenses....................................................        (12,726)            2,633
     Decrease (Increase) in other.................................................            448            (4,767)
                                                                                      -----------       ------------
Net Cash (Used in)/Provided by Operating Activities...............................         (8,149)            4,532
                                                                                      -----------       -----------
Cash Flow From Investing Activities:
Additions to property, plant and equipment........................................         (4,632)           (4,694)
Proceeds from sale of property, plant and equipment...............................             --             1,315
Payment of acquisition-related costs..............................................         (1,132)               --
                                                                                      ------------      -------------------
Net Cash Used in Investing Activities.............................................         (5,764)           (3,379)
                                                                                      -----------       ------------
Cash Flow From Financing Activities:
Repayment of syndicated bank credit facility......................................           (750)               --
Repayment of other debt...........................................................             --            (1,530)
Payment of deferred financing costs...............................................           (459)               --
Other ............................................................................             --               (845)
                                                                                       ----------       -------------
Net Cash Used in Financing Activities.............................................         (1,209)            (2,375)
                                                                                      -----------       ------------
Effect of exchange rate changes on cash and cash equivalents......................            430               (284)
                                                                                      -----------       -------------
Net Change in Cash and Cash Equivalents...........................................        (14,692)            (1,506)
Cash and Cash Equivalents at Beginning of Period..................................         55,837              8,661
                                                                                      -----------        -----------
Cash and Cash Equivalents at End of Period........................................    $    41,145       $      7,155
                                                                                      ===========        ===========

----------------
(1)  The six months ended June 30, 2001 represent the predecessor company
     combined financial information reclassified for conformity to the 2002
     presentation.

</TABLE>


            See Notes to Condensed Consolidated Financial Statements.


<PAGE>



                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.       Financial Statement Presentation

The consolidated balance sheet as of June 28, 2002, the consolidated  statements
of income and members' equity and  consolidated  statements of cash flow for the
three  months and six months  ended June 28, 2002 have been  prepared by Armkel,
LLC and subsidiaries  (the "Company" or the "Successor") and are unaudited.  The
period for the three  months and six months ended June 30, 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
June 28, 2002 and for all periods presented have been made.

The Company  acquired  the  Predecessor  on  September  28, 2001 (see Note 6 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 Form
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.  Certain  items  previously  reported  in  specific
captions in the accompanying financial statements have been reclassed to conform
with current  period  classification.  The results of operations  for the period
ended June 28, 2002 are not necessarily  indicative of the operating results for
the full year.

2.       Inventories consist of the following:
<TABLE>
<CAPTION>
                                                                                   June 28, 2002   Dec. 31, 2001
                                                                                   -------------   -------------
         (In thousands)
<S>                                                                                  <C>               <C>
         Raw materials and supplies.............................................     $   16,062        $  14,681
         Work in process........................................................          7,098           13,772
         Finished goods.........................................................         39,529           41,423
                                                                                     ----------        ---------
                                                                                     $   62,689        $  69,876
                                                                                     ==========        =========

3.       Property, Plant and Equipment consist of the following:
                                                                                   June 28, 2002    Dec. 31, 2001
                                                                                   -------------    -------------
         (In thousands)
         Land...................................................................     $   24,012         $ 23,922
         Buildings and improvements.............................................         44,153           43,508
         Machinery and equipment................................................         43,334           39,917
         Office equipment and other assets......................................          9,302            8,567
         Construction in progress...............................................          5,937            6,156
                                                                                     ----------        ---------
                                                                                        126,738          122,070
         Less accumulated depreciation, depletion and amortization..............          6,628            2,190
                                                                                     ----------        ---------
         Net Property, Plant and Equipment......................................     $  120,110        $ 119,880
                                                                                     ==========        =========
</TABLE>

4.   Recent Accounting Pronouncements

     a. Effective  January 1, 2002, the Company  adopted EITF 01-9,  "Accounting
     for  Consideration  given  to a  Customer  or a  Reseller  of the  Vendor's
     Products",  which codifies and  reconciles  certain issues from 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 01-9  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,

<PAGE>



                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


     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.  The issue also 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  second quarter and year to date 2001 net sales
     have been restated for this issue.  The impact was a reduction of net sales
     and  marketing  expense  for the  three  month  and six  month  periods  of
     approximately $13.1 million and $25.3 million in 2002 and $11.3 million and
     $22.3  million  in 2001,  respectively,  and did not have an  effect on net
     income.

     b. 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 Company has
     evaluated this statement and has determined  there is no material impact on
     the Company's consolidated financial statements.

     c. In  April  2002,  the FASB  issued  SFAS No.  145,  "Rescission  of FASB
     Statements  No. 4, 44 and 64,  Amendment  of FASB  Statement  No.  13,  and
     Technical  Corrections."  This  Statement  rescinds  FASB  Statement No. 4,
     "Reporting Gains and Losses from  Extinguishment of Debt", and an amendment
     of that Statement,  FASB Statement No. 64,  "Extinguishment of Debt Made to
     Satisfy  Sinking-Fund  Requirements."  This  Statement  also  rescinds FASB
     Statement No. 44,  "Accounting  for Intangible  Assets of Motor  Carriers."
     This Statement  amends FASB Statement No. 13,  "Accounting for Leases",  to
     eliminate   an   inconsistency   between  the   required   accounting   for
     sale-leaseback  transactions and the required  accounting for certain lease
     modifications that have economic effects that are similar to sale-leaseback
     transactions.  This  Statement  also amends  other  existing  authoritative
     pronouncements to make various technical  corrections,  clarify meanings or
     describe their  applicability  under changed  conditions.  The Company will
     adopt the provisions of this Statement upon its effective date and does not
     anticipate it to have a material effect on its financial statements.

     d. In June  2002,  the FASB  issued  SFAS No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal  Activities."  The  standard  requires
     companies to recognize costs  associated with exit or disposal  commitments
     to an exit or  disposal  plan.  Examples of costs  covered by the  standard
     include lease termination  costs and certain employee  severance costs that
     are associated with a restructuring, discontinued operation, plant closing,
     or  other  exit  or  disposal  activity.  Statement  146  is to be  applied
     prospectively to exit or disposal  activities  initiated after December 31,
     2002.  The Company is currently  evaluating  the impact this  pronouncement
     will have on its consolidated financial statements.

5.   Goodwill and Intangible Assets

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.


<PAGE>


                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)





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

<TABLE>
<CAPTION>
                                              June 28, 2002                            December 31, 2001
                                              -------------                            -----------------
                                 Gross Carrying    Accum.                  Gross Carrying     Accum.
(In thousands)                      Amount      Amortization      Net          Amount      Amortization      Net
                                    ------      ------------      ---          ------      ------------      ---
Amortized intangible assets:
---------------------------
<S>                                <C>            <C>         <C>            <C>             <C>          <C>
     Patents                       $  27,500      $  3,375    $   24,125     $   27,500      $ 1,125      $  26,375
                                   =========      ========    ==========     ==========      =======      =========
Unamortized intangible assets - Carrying value(1)
-----------------------------
     Tradenames                    $ 239,400      $     --    $  239,400     $  239,036      $    --     $  239,036
                                   =========      ========    ==========     ==========      =======     ==========
-------------
(1)      Change in unamortized tradenames is primarily due to translation adjustments.
</TABLE>

Intangible  amortization  expense  amounted to $2.3 million and $1.4 million for
the six  months  ended  June  28,  2002 and June  30,  2001,  respectively.  The
estimated   intangible   amortization  for  each  of  the  next  five  years  is
approximately $4.5 million. The weighted average amortization period for patents
is 6.4 years.

The changes in the carrying amount of goodwill for the six months ended June 28,
2002 is as follows:

<TABLE>
<CAPTION>
 (In thousands)                                                          Domestic        International       Total
                                                                         --------        -------------       -----
<S>                                                                     <C>             <C>               <C>
Balance December 31, 2001.........................................       $145,237        $  31,461         $ 176,698
Purchase accounting adjustments...................................         (7,463)           4,336            (3,127)
Foreign exchange/other............................................             --              308               308
                                                                         ---------       ----------        ----------
Balance June 28, 2002.............................................       $ 137,774       $  36,105         $ 173,879
                                                                         =========       ==========        ==========
</TABLE>

In accordance  with SFAS No. 142, the Company  completed the impairment  test of
the valuation of goodwill and  intangibles  as of January 1, 2002 and based upon
the results, there was no impairment.

6.  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  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.
An appraisal is currently in process and the purchase price  allocation  will be
modified based on its results by the end of the third quarter.

Pro forma results

The following reflects pro forma results for the three and six months ended June
30, 2001.

<TABLE>
<CAPTION>
                                                                                For the three          For the six
                                                                                Months ended          months ended
                                                                                June 30, 2001         June 30, 2001
                                                                                -------------         -------------
         (In millions)                                                            Pro forma             Pro forma
<S>                                                                               <C>                   <C>
         Net Sales.....................................................           $  113.9              $  208.2
         Income from operations........................................               22.4                  32.9
         Net Income....................................................               20.3                  29.1
</TABLE>

The  pro  forma  results  adjusts  for  additional   interest   expense  related
principally to the debt incurred to finance the Acquisition and for income taxes
under the Company's LLC status.  Adjustments  were also made to depreciation and
amortization  expense  related to the fair value of the assets  acquired and the
implementation of SFAS No. 142, "Goodwill and Other Intangible Assets."


<PAGE>
                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


7.   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.

For the three and six months ended June 28, 2002,  the Company paid C&D $5.4 and
$10.1 million for administrative and management oversight services and sold $0.0
million and $5.4  million of  deodorant  antiperspirant  inventory to C&D at its
cost,  respectively.  The Company  charged C&D $0.1  million and $1.1 million of
transition  administrative  services  for the  current  quarter  and six months,
respectively.  The Company  had a net payable at June 28, 2002 of  approximately
$8.2 million to C&D that primarily related to  administration  fees and invoices
paid by C&D on behalf of Armkel.

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 three and six  months  ended June 28,
2002, the Company paid Kelso $0.3 million and $0.5 million, respectively.

8.    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.

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.  This may result in an approximate $4
million  liability  to the  Company.  However,  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


<PAGE>
                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


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 of
currently  asserted  Appraisal  Damages claims,  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.

9.   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 expects to
incur lease termination costs of $1.8 million,  environmental  remediation 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.

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     June 28, 2002
                                                                     -------------      -----------     -------------

<S>                                                                    <C>              <C>                <C>
Severance and other charges.......................................     $  40,709        $  (27,997)        $  12,712
Environmental remediation costs...................................           250             1,596             1,846
Site clearance costs..............................................         1,753              (519)            1,234
                                                                       ---------        ----------         -----------
                                                                       $  42,712        $  (26,920)        $  15,792
                                                                       =========        ===========        ===========
</TABLE>

<PAGE>


                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


10.   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 June 28,
2002,  condensed  consolidated income statements and consolidated cash flows for
the period from  December  31, 2001 to June 28,  2002 is  summarized  as follows
(amounts in thousands):


<PAGE>
                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


<TABLE>
<CAPTION>
Successor Consolidated Statement of Income                          For The Three Months Ended June 28, 2002
                                                     --------------------------------------------------------------------
                                                                                                                  Total
                                                       Domestic         International      Eliminations     Consolidated
<S>                                                  <C>                <C>               <C>                 <C>
Net sales........................................    $    60,470        $    57,574       $    (2,186)        $  115,858
Cost of goods sold...............................         24,969             29,792            (2,186)            52,575
                                                     -----------        -----------       -----------        -----------
Gross profit.....................................         35,501             27,782                --             63,283
Operating expenses...............................         20,404             16,642                --             37,046
                                                     -----------        -----------       -----------        -----------
Income from operations...........................         15,097             11,140                --             26,237
Interest expense.................................          8,621                310                --              8,931
Interest income..................................           (120)              (134)               --               (254)
Other (income) expense...........................         (6,106)             4,440                --             (1,666)
                                                     -----------        -----------       -----------        ------------
Income before taxes..............................         12,702              6,524                --             19,226
Income taxes.....................................             --              3,641                --              3,641
                                                     -----------        -----------       -----------        -----------
Net Income.......................................    $    12,702        $     2,883        $       --        $    15,585
                                                     ===========        ===========        ==========        ===========
</TABLE>

<TABLE>
<CAPTION>

Predecessor Combined Statement of Income                            For the Three Months Ended June 30, 2001
                                                    --------------------------------------------------------------------
                                                                                                                  Total
                                                      Domestic         International      Eliminations      Consolidated
<S>                                                  <C>                <C>               <C>                <C>
Net sales........................................    $    60,059        $    53,835       $        --        $   113,894
Cost of goods sold...............................         21,894             26,884                --             48,778
                                                     -----------        -----------       -----------        -----------
Gross profit.....................................         38,165             26,951                --             65,116
Operating expenses...............................         14,547             18,803                --             33,350
                                                      ----------        -----------       -----------        -----------
Income from operations...........................         23,618              8,148                --             31,766
Interest expense.................................             --                257                --                257
Interest income..................................            (98)                --                --                (98)
Other (income) expense...........................           (799)                95                --               (704)
                                                     -----------        -----------       -----------        -----------
Income before taxes..............................         24,515              7,796                --             32,311
Income taxes.....................................         10,916              2,623                --             13,539
                                                     -----------        -----------       -----------        -----------
Net Income.......................................    $    13,599        $     5,173       $        --        $    18,772
                                                     ===========        ===========       ===========        ===========
</TABLE>

<TABLE>
<CAPTION>

Successor Consolidated Statement of Income                           For The Six Months Ended June 28, 2002
                                                     --------------------------------------------------------------------
                                                                                                                  Total
                                                      Domestic         International      Eliminations      Consolidated
<S>                                                  <C>                <C>               <C>                 <C>
Net sales........................................    $   111,902        $   105,367       $    (4,958)        $  212,311
Cost of goods sold...............................         53,667             54,886            (4,958)           103,595
                                                     -----------        -----------       -----------        -----------
Gross profit.....................................         58,235             50,481                --            108,716
Operating expenses...............................         37,409             33,750                --             71,159
                                                     -----------        -----------       -----------        -----------
Income from operations...........................         20,826             16,731                --             37,557
Interest expense.................................         17,736              3,720            (3,104)            18,352
Interest income..................................         (3,375)              (284)            3,104               (555)
Other (income) expense...........................         (3,791)             2,203                --             (1,588)
                                                     -----------        -----------       -----------        -----------
Income before taxes..............................         10,256             11,092                --             21,348
Income taxes.....................................             --              5,455                --              5,455
                                                     -----------        -----------       -----------        -----------
Net Income.......................................    $    10,256        $     5,637       $        --         $   15,893
                                                     ===========        ===========       ===========         ==========
</TABLE>

<TABLE>
<CAPTION>

Predecessor Combined Statement of Income                             For the Six Months Ended June 30, 2001
                                                    --------------------------------------------------------------------
                                                                                                                  Total
                                                      Domestic         International      Eliminations      Consolidated
<S>                                                  <C>                <C>               <C>                <C>
Net sales........................................    $   105,488        $   102,697       $        --        $   208,185
Cost of goods sold...............................         38,096             53,632                --             91,728
                                                     -----------        -----------       -----------        -----------
Gross profit.....................................         67,392             49,065                --            116,457
Operating expenses...............................         27,833             34,901                --             62,734
                                                      ----------        -----------       -----------        -----------
Income from operations...........................         39,559             14,164                --             53,723
Interest expense.................................             --                641                --                641
Interest income..................................            (98)              (164)               --               (262)
Other (income) expense...........................           (932)             1,008                --                 76
                                                     -----------        -----------       -----------        -----------
Income before taxes..............................         40,589             12,679                --             53,268
Income taxes.....................................         18,792              5,380                --             24,172
                                                     -----------        -----------       -----------        -----------
Net Income.......................................    $    21,797        $     7,299       $        --        $    29,096
                                                     ===========        ===========       ===========        ===========
</TABLE>
<PAGE>

                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

<TABLE>
<CAPTION>
Successor Consolidated Balance Sheets                                             June 28, 2002
                                                     -------------------------------------------------------------------
                                                                                                                  Total
                                                      Domestic         International      Eliminations      Consolidated
<S>                                                   <C>               <C>               <C>                <C>
Cash and cash equivalents........................     $   22,471        $    18,674       $        --        $    41,145
Accounts receivable, less allowances.............         41,404             84,156                --            125,560
Inventories......................................         25,704             36,985                --             62,689
Prepaid expenses.................................            453              3,619                --              4,072
                                                     -----------        -----------       -----------        -----------
    Total current assets.........................         90,032            143,434                --            233,466
Property, plant and equipment (net)..............         89,706             30,404                --            120,110
Notes receivable.................................         57,935                231           (58,166)                --
Investment in subsidiaries.......................         63,557                 --           (63,557)                --
Tradenames and patents...........................        225,325             38,200                --            263,525
Goodwill.........................................        137,774             36,105                --            173,879
Deferred financing costs.........................         19,583                 --                --             19,583
Other assets.....................................             --              1,548                --              1,548
                                                     -----------        -----------       -----------        -----------
     Total assets................................    $   683,912        $   249,922       $  (121,723)       $   812,111
                                                     ===========        ===========       ===========        ===========
Short-term borrowings............................    $        --        $     2,565       $        --        $     2,565
Accounts payable and accrued expenses............         52,236             65,118               (20)           117,334
Current portion of long-term debt................          4,237              2,575                --              6,812
Taxes payable....................................             --              3,710                --              3,710
                                                     -----------        -----------       -----------        -----------
     Total current liabilities...................         56,473             73,968               (20)           130,421
Long-term debt...................................        404,731             31,756                --            436,487
Notes payable....................................             --             68,435           (68,435)                --
Deferred and other long-term liabilities.........          7,074             19,622                --             26,696
                                                      ----------        -----------       -----------        -----------
     Total liabilities...........................        468,278            193,781           (68,455)           593,604
Net members' equity and subsidiary capital.......        215,634             56,141           (53,268)           218,507
                                                     -----------        -----------       -----------        -----------
      Total Liabilities and Members' Equity......    $   683,912        $   249,922       $  (121,723)       $   812,111
                                                     ===========        ===========       ===========        ===========
</TABLE>

<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.............         31,958             68,936           (4,222)             96,672
Inventories......................................         36,137             33,739              --               69,876
Prepaid expenses.................................            648              3,271              --                3,919
                                                     -----------        -----------       ----------         -----------
     Total current assets........................        109,187            121,339           (4,222)            226,304
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................................     $  709,282        $   226,334       $ (121,823)        $   813,793
                                                    ============        ===========       ===========        ===========
Short-term borrowings............................     $       --        $     2,425       $       --         $     2,425
Accounts payable and accrued expenses............         87,752             49,723           (4,222)            133,253
Current portion of long-term debt................          2,413                833               --               3,246
Taxes payable....................................             --              3,004               --               3,004
                                                   -------------        -----------       -----------        -----------
     Total current liabilities...................         90,165             55,985            (4,222)           141,928
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...........................        503,411            176,740           (69,762)           610,389
Net members' equity and subsidiary capital.......        205,871             49,594           (52,061)           203,404
                                                     -----------        -----------        -----------       -----------
      Total Liabilities and Members' Equity......    $   709,282        $   226,334        $  (121,823)      $   813,793
                                                     ===========        ===========        ===========       ===========
</TABLE>


<PAGE>
                   ARMKEL, LLC AND SUBSIDIARIES ("SUCCESSOR")

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)


<TABLE>
<CAPTION>
Successor Consolidated Statement of Cash Flow                              For The Six Months Ended June 28, 2002
                                                                           --------------------------------------
                                                                                                            Total
                                                                       Domestic         International    Consolidated
Cash Flow From Operating Activities:
<S>                                                                    <C>              <C>               <C>
Net Income........................................................     $    10,256      $     5,637       $    15,893
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation and amortization................................           6,603             1,931            8,534
     Unrealized (gain) loss on foreign exchange transactions......          (3,891)            2,478           (1,413)
Change in assets and liabilities:
     (Increase) in accounts receivable............................         (13,346)          (14,125)         (27,471)
     Decrease (Increase) in inventories...........................          10,904            (2,318)           8,586
     (Decrease) Increase  in accounts payable and other accrued expenses   (21,197)            8,471          (12,726)
     (Decrease) Increase  in other................................          (1,328)            1,776              448
                                                                       ------------     ------------       ----------
Net Cash (Used in) Provided by Operating Activities...............         (11,999)            3,850           (8,149)
                                                                       -----------      ------------       ----------
Cash Flow From Investing Activities:
     Additions to property, plant & equipment.....................          (3,633)             (999)          (4,632)
     Payment of acquisition-related costs.........................          (1,132)               --           (1,132)
                                                                       -----------      ------------       ----------
Net Cash Used in Investing Activities.............................          (4,765)             (999)          (5,764)
                                                                       -----------      ------------       ----------
Cash Flow from Financing Activities:
     Repayment of syndicated bank credit facility.................            (750)               --             (750)
     Payment of deferred financing costs..........................            (459)               --             (459)
                                                                       -----------      ------------       ----------
Net Cash Used in Financing Activities.............................          (1,209)               --           (1,209)
                                                                       -----------      ------------       ----------
Effect of exchange rate changes on cash and cash equivalents......             --                430              430
                                                                       -----------      ------------       ----------
NET CHANGE IN CASH & CASH EQUIVALENTS.............................         (17,973)            3,281          (14,692)
CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD....................          40,444            15,393           55,837
                                                                       -----------      ------------       ----------
CASH & CASH EQUIVALENTS AT END OF PERIOD..........................     $    22,471      $     18,674       $   41,145
                                                                       ===========      ============       ==========
</TABLE>

The following table sets forth the Company's principal product lines and related
data for the three and six months period ended June 28, 2002 and June 30, 2001.

<TABLE>
<CAPTION>
                                                       Three Months Ended                    Six Months Ended
                                                       ------------------                    -----------------
                                                  Successor          Predecessor         Successor       Predecessor
                                                   Company             Company            Company          Company
Net Sales (In thousands)                        June 28, 2002       June 30, 2001      June 28, 2002    June 30, 2001
                                                -------------       -------------      -------------    -------------
Products
<S>                                             <C>                 <C>               <C>               <C>
Family Planning(1)..........................     $   49,037          $  50,347         $   91,751        $   90,584
Depilatories and waxes; face and skincare...         27,529             26,724             45,888            44,562
Oral care...................................          8,967              7,366             16,126            15,172
OTC Products................................         10,764             10,910             23,727            22,955
Other consumer products.....................         19,561             18,547             34,819            34,912
                                                 ----------          ---------         ----------        ----------
Total net sales.............................     $  115,858          $ 113,894         $  212,311        $  208,185
                                                 ==========          =========         ==========        ==========

----------------
(1) Family Planning includes condom product sales and pregnancy and ovulation
kits.
</TABLE>


<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 (the "Disposed
Businesses").

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 and six-month
period ended June 28, 2002 compared to the same period in the prior year for the
predecessor company.

<TABLE>
<CAPTION>
                                                             Three Months Ended              Six Months Ended
                                                             ------------------              ----------------
                                                                (In millions)                   (In millions)
                                                         Successor      Predecessor       Successor     Predecessor
                                                          Company         Company          Company        Company
                                                         June 28,        June 30,         June 28,        June 30
                                                           2002           2001(1)           2002          2001(1)
                                                           ----           ----              ----          ----

<S>                                                   <C>             <C>              <C>             <C>
Net sales(1).........................................  $   115.9       $   113.9        $   212.3       $  208.2
Cost of goods sold(2)................................       52.6            48.8            103.6           91.7
                                                       ---------       ---------        ---------       --------
Gross Profit.........................................       63.3            65.1            108.7          116.5
Marketing expenses..................................        13.4            12.3             24.9           23.3
Selling, General & Administrative expenses(2)........       23.6            21.0             46.3           39.5
Interest Expense & Other Income......................        7.1            (.5)             16.2             .4
                                                       ---------       --------         ---------       --------
Income before taxes..................................  $    19.2       $    32.3        $    21.3       $   53.3
                                                       =========       =========        =========       ========   =

</TABLE>
     (1)  Net Sales for the predecessor  financial  statements has been adjusted
          to conform with EITF 01-9.
     (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.

The results of  operations  for the period from January 1, 2002 to June 28, 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:

<TABLE>
<CAPTION>
                                                                       Three Months Ended            Six Months Ended
                                                                          June 28, 2002                June 28, 2002
                                                                          -------------                -------------
      (in millions)
<S>                                                                         <C>                           <C>
      Inventory Step-up Expenses..................................          $     --                      $  8.1
      Transition Expenses.........................................          $    3.2                      $  4.2
</TABLE>







<PAGE>




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

Net Sales

Net sales for the quarter  increased  $2.0 million,  or 1.8%, to $115.9  million
from $113.9 million in the same period last year.  Domestic Net Sales  decreased
$1.8 million,  or 3.0%, to $58.3  million from $60.1  million.  This decrease in
Domestic Net Sales (net of intercompany  eliminations) is primarily due to lower
sales for condoms and  depilatories  in the  quarter due to  promotional  timing
differences for the Company compared to the predecessor  company.  International
Net Sales increased $3.7 million,  or 7.0%, to $57.6 million from $53.8 million.
The increase in  International  Net Sales is principally  due to higher sales of
Nair and Trojan.

Net sales for the six months  ended June 28, 2002  increased  $4.1  million,  or
2.0%,  to $212.3  million  from  $208.2  million in the same  period  last year.
Domestic Net Sales  increased  $1.4  million,  or 1.3%,  to $106.9  million from
$105.5  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 increased $2.7 million, or
2.6%, to $105.4 million from $102.7 million.  The increase in International  Net
Sales is principally due to higher sales of Sterimar, Nair and Trojan.

Effective  January  1, 2002,  the  Company  adopted  EITF 01-9  "Accounting  for
Consideration given to a Customer or a Reseller of the Vendor's Products", which
codifies and reconciles certain issues from EITF 00-14 and EITF 00-25. EITF 01-9
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. The EITF also 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  second
quarter and year to date 2001 net sales have been  restated for this issue.  The
impact was a reduction  of net sales and  marketing  expense for the three month
and six month periods of  approximately  $13.1 million and $25.3 million in 2002
and $11.3 million and $22.3 million in 2001,  respectively,  and did not have an
effect on net income.

Cost of Goods Sold

Cost of goods sold for the quarter  increased  $3.8  million,  or 7.8%, to $52.6
million from $48.8  million in the same period last year. As a percentage of net
sales,  cost of goods sold for the quarter grew to 45.4% from 42.8% in 2001. The
increase in cost of goods sold is primarily due to the $1.6 million  excess cost
to carry the Cranbury  plant with minimal  production in the quarter.  Excluding
this cost,  cost of goods sold, as a percentage of net sales,  would be 44.0% of
net sales.

Cost of goods  sold for the six  months  ended  June 28,  2002  increased  $11.9
million,  or 13.0%, to $103.6 million from $91.7 million in the same period last
year.  As a  percentage  of net  sales,  cost of goods sold year to date grew to
48.8%  from  44.0% 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 and due to the excess cost to carry the
Cranbury plant of $1.6 million. Excluding these adjustments, cost of goods sold,
as a percentage of net sales, would be 44.2% of net sales.

Operating Costs excluding Interest Expense and Other Income

Total operating  expenses for the quarter,  excluding interest expense and other
income, increased $3.7 million, or 11.1%, to $37.0 million from $33.3 million in
the same period last year.  Total  operating  expenses  for the six months ended
June 28, 2002,  excluding  interest  expense and other  income,  increased  $8.4
million,  or 13.4%,  to $71.2 million from $62.8 million in the six months ended
June 30, 2001. The operating expense increases are addressed below.

Marketing expenses for the quarter increased by $1.1 million,  or 8.9%, to $13.4
million  from  $12.3  million in the same  period  last year.  The  increase  in
spending  in the quarter is  primarily  related to higher  advertising  spending
behind  Trojan,  Nair and  First  Response  in the  domestic  market.  Marketing
expenses in the six months  ended June 28, 2002  increased by $1.6  million,  or
6.9%, to $24.9 million from $23.3 million in the six months ended June 30, 2001.

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

Selling,  general and  administrative  expenses for the quarter  increased  $2.6
million,  or 12.4%,  to $23.6 million from $21.0 million in the same period last
year. Selling,  general and administrative expenses in the six months ended June
28, 2002 increased $6.8 million, or 17.2% to $46.3 million from $39.5 million in
the same period last year.  This year to date  increase is primarily  related to
estimated transitional costs of $2.6 million for former Carter-Wallace employees
employed during the integration process, $3.1 million in fees to Church & Dwight
and Kelso,  and a net  increase of $0.9  million in  amortization  for  acquired
patents and goodwill.

Interest Expense and Other Income

Interest  expense for the quarter was $8.9 million  compared to $0.3 million for
the same period last year.  Interest  expense for the six months  ended June 28,
2002 was $18.4  million  compared to $0.6 million for the same period last year.
The 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 for the quarter of $0.3 million  increased $0.2 million compared
to the same period last year.  Interest income for the six months ended June 28,
2002 of $0.6 million  increased  $0.3  million  compared to the same period last
year.

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
June 28, 2002,  cash,  including  cash  equivalents,  totaled  $41.1  million as
compared to $55.8  million at December 31, 2001.  At June 28, 2002,  the Company
had an unused revolving credit facility of $85 million.

The  Company  had   outstanding   long-term  debt  of  $436  million,   and  the
aforementioned  cash and cash equivalents less short term and related party debt
of $23 million,  for a net debt position of $413 million at June 28, 2002. Based
on the definition in its loan  agreements,  the Company's EBITDA is estimated at
$33  million for the three  months  ending June 28, 2002 and $57 million for the
six months ended June 28, 2002.

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 flow used in  operating  activities  for the six months ended June 28, 2002
was $8.1 million which  includes $9.9 million in semi-annual  subordinated  debt
interest  payments and $21 million in  severance  payments  partially  offset by
income  from  operations.  Cash flow used in  investing  activities  for the six
months  ended  June 28,  2002 was $5.8  million  which  is  related  to  capital
expenditures and acquisition related costs.

The Company has  incurred and will incur  severance  and other change in control
related  liabilities to certain  employees.  In the six-month period ending June
28,  2002 it paid $21  million in  severance  payments.  The  Company  currently
anticipates  that the total  severance  payments  will equal  approximately  $44
million  and the  Company  has  paid  out $31  million  since  the  start of the
acquisition.  It anticipates  the remaining $13 million in severance and related
costs to be principally  paid out in 2002 and 2003,  although the  restructuring
plan will be completed in the third quarter of 2002.

Cautionary Note on Forward-Looking Statements

This report  contains  forward-looking  statements  relating,  among others,  to
financial objectives,  liquidity needs, severance costs, contingencies and other
matters. These statements, represent the intentions, expectations and beliefs of
the Company, 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  complete  the  integration  of the
Company's  operations,  and  assumptions as to market growth and consumer demand
(including but not limited to general  economic and  marketplace  conditions and
events, competitors' actions and the Company's costs), and the


<PAGE>

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


outcome of contingencies,  including litigation,  environmental  remediation and
the divestiture of assets,  could cause actual results to differ materially from
such  forward-looking  statements.  For a description  of additional  cautionary
statements,  see the  Company's  2001 Form 10-K for the year ended  December 31,
2001 and in the Company's  subsequent SEC filings,  as well as  Carter-Wallace's
historical SEC reports.







                           PART II - Other Information


Item 6.  Exhibits and Reports on Form 8-K

     a. Exhibits

          (99.1) Statement regarding the Certification of the CEO of Armkel, LLC
          Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to 906 of the
          Sarbanes-Oxley Act of 2002

          (99.2) Statement regarding the Certification of the CFO of Armkel, LLC
          Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to 906 of the
          Sarbanes-Oxley Act of 2002

     b. No reports on Form 8-K were  filed for the three  months  ended June 28,
     2002.



<PAGE>





                                  EXHIBIT 99.1


The Certification of the Chief Executive  Officer of Armkel,  LLC Pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002 is not being filed with the Quarterly  Report but has been submitted
to the Securities and Exchange Commission under separate cover.

<PAGE>


                                  EXHIBIT 99.2


The Certification of the Chief Financial  Officer of Armkel,  LLC Pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002 is not being filed with the Quarterly  Report but has been submitted
to the Securities and Exchange Commission under separate cover.

<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:      August 9, 2002           /s/ Maureen K. Usifer
         --------------------       ---------------------------------------
                                    MAUREEN K. USIFER
                                    CHIEF FINANCIAL OFFICER AND
                                    PRINCIPAL ACCOUNTING OFFICER



DATE:      August 9, 2002           /s/ Zvi Eiref
         --------------------       ---------------------------------------
                                    ZVI EIREF
                                    DIRECTOR