UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549





FORM
10-Q


(Mark
One)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the quarterly period ended April 30, 2009oro
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934





For the
transition period from ______________ to _____________





Commission
File Number 1-13026





BLYTH,
INC.


(Exact name of registrant as specified
in its charter)


DELAWARE
            36-2984916(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





One
      East Weaver Street, Greenwich, Connecticut 06831(Address
      of principal executive offices)
            (Zip
      Code)





(203)
661-1926


(Registrant’s
telephone number, including area code)





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 o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files) Yes o      No
o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
              
              Non-accelerated
      filer o
            Accelerated
      filer x
              
              Smaller
      reporting company o





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o                         No
x





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.





8,900,819
Common Shares as of May 31, 2009


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BLYTH,
INC.





INDEX


PagePart
      I.   Financial InformationItem
      1.
            Financial
      Statements (Unaudited):Condensed Consolidated Balance Sheets
            3Condensed Consolidated Statements of
    Earnings
            4Condensed Consolidated Statements of Stockholders'
      Equity
            5Condensed Consolidated Statements of Cash
      Flows
            6Notes to Condensed Consolidated Financial
      Statements
            7-21Item
      2.
            Management's Discussion and Analysis of Financial Condition
      and Results of Operations
            22-28Item
      3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            28-29Item
      4.
            Controls and Procedures
            30Part
      II.   Other InformationItem
      1.
            Legal Proceedings
            31Item
      1A.
            Risk Factors
            31Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            32Item
      3.
            Defaults upon Senior Securities
            32Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            32Item
      5.
            Other Information
            32Item
      6.
            Exhibits
            33Signatures
            
            34




















2
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Part
      I.   FINANCIAL  INFORMATIONItem
      I.   FINANCIAL STATEMENTSBLYTH, INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED BALANCE SHEETS(Unaudited)April
      30,
                              
                              
                              January
      31,(In
      thousands, except share and per share data)
                              
                              2009
                              
                              
                              2009ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              143,668
                              
                              
                              $
                              146,424Accounts
      receivable, less allowance for doubtful receivablesof
      $2,413 and $3,438, respectively
                              
                              
                              27,528
                              
                              
                              
                              29,525Inventories
                              
                              
                              122,854
                              
                              
                              
                              137,087Prepaid
      and other
                              
                              
                              32,104
                              
                              
                              
                              30,669Deferred
      income taxes
                              
                              
                              40,976
                              
                              
                              
                              40,574Total
      current assets
                              
                              
                              367,130
                              
                              
                              
                              384,279Property,
      plant and equipment, at cost:Less
      accumulated depreciation of $201,215 and $199,524,
      respectively
                              
                              
                              115,852
                              
                              
                              
                              120,354Other
      assets:Investments
                              
                              
                              23,924
                              
                              
                              
                              24,975Goodwill
                              
                              
                              15,489
                              
                              
                              
                              13,988Other
      intangible assets, net of accumulated amortizationof
      $11,302 and $10,897, respectively
                              
                              
                              16,435
                              
                              
                              
                              16,840Deposits
      and other assets
                              
                              
                              12,636
                              
                              
                              
                              13,667Total
      other assets
                              
                              
                              68,484
                              
                              
                              
                              69,470Total
      assets
                              
                              $
                              551,466
                              
                              
                              $
                              574,103LIABILITIES
      AND EQUITYCurrent
      liabilities:Current
      maturities of long-term debt
                              
                              $
                              25,234
                              
                              
                              $
                              37,936Accounts
      payable
                              
                              
                              39,777
                              
                              
                              
                              47,014Accrued
      expenses
                              
                              
                              69,569
                              
                              
                              
                              64,893Dividends
      payable
                              
                              
                              892
                              
                              
                              
                              -Income
      taxes payable
                              
                              
                              14,518
                              
                              
                              
                              17,291Total
      current liabilities
                              
                              
                              149,990
                              
                              
                              
                              167,134Deferred
      income taxes
                              
                              
                              23,497
                              
                              
                              
                              21,778Long-term
      debt, less current maturities
                              
                              
                              107,665
                              
                              
                              
                              107,795Other
      liabilities
                              
                              
                              27,238
                              
                              
                              
                              28,005Commitments
      and contingencies
                              
                              
                              -
                              
                              
                              
                              -Redeemable
      noncontrolling interest
                              
                              
                              1,779
                              
                              
                              
                              893Stockholders'
      equity:Preferred
      stock - authorized 10,000,000 shares of $0.01 par value; no shares
      issued
                              
                              
                              -
                              
                              
                              
                              -Common
      stock - authorized 50,000,000 shares of $0.02 par value;issued
      12,746,825 shares and 12,733,209 shares, respectively
                              
                              
                              255
                              
                              
                              
                              255Additional
      contributed capital
                              
                              
                              142,427
                              
                              
                              
                              141,307Retained
      earnings
                              
                              
                              487,163
                              
                              
                              
                              486,548Accumulated
      other comprehensive income
                              
                              
                              10,591
                              
                              
                              
                              19,366Treasury
      stock, at cost,  3,846,016 and 3,842,224 shares,
      respectively
                              
                              
                              (399,103
                              )
                              
                              
                              (398,978
                              )Total
      stockholders' equity
                              
                              
                              241,333
                              
                              
                              
                              248,498Noncontrolling
      interest
                              
                              
                              (36
                              )
                              
                              
                              -Total  equity
                              
                              
                              241,297
                              
                              
                              
                              248,498Total
      liabilities and equity
                              
                              $
                              551,466
                              
                              
                              $
                              574,103The
      accompanying notes are an integral part of these financial
      statements.


3
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BLYTH,
      INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF EARNINGS(Unaudited)Three months ended April 30(In thousands, except per share data)
                                
                                2009
                                
                                
                                2008Net
      sales
                                
                                $
                                214,724
                                
                                
                                $
                                249,848Cost
      of goods sold
                                
                                
                                96,922
                                
                                
                                
                                110,417Gross
      profit
                                
                                
                                117,802
                                
                                
                                
                                139,431Selling
                                
                                
                                85,417
                                
                                
                                
                                98,674Administrative
      and other
                                
                                
                                26,599
                                
                                
                                
                                30,796Total
      operating expense
                                
                                
                                112,016
                                
                                
                                
                                129,470Operating
      profit
                                
                                
                                5,786
                                
                                
                                
                                9,961Other
      expense (income):Interest
      expense
                                
                                
                                2,180
                                
                                
                                
                                2,423Interest
      income
                                
                                
                                (551
                                )
                                
                                
                                (1,312
                                )Foreign
      exchange and other
                                
                                
                                (468
                                )
                                
                                
                                3,681Total
      other expense
                                
                                
                                1,161
                                
                                
                                
                                4,792Earnings
      before income taxes
                                
                                
                                4,625
                                
                                
                                
                                5,169Income
      tax expense
                                
                                
                                2,201
                                
                                
                                
                                3,980Net
      earnings
                                
                                
                                2,424
                                
                                
                                
                                1,189Less:
      Net (loss) earnings attributable to the noncontrolling
      interests
                                
                                
                                (367
                                )
                                
                                
                                29Net
      earnings attributable to Blyth, Inc.
                                
                                
                                2,791
                                
                                
                                
                                1,160Less:
      Accretion of redeemable noncontrolling interest in excess of fair
      value
                                
                                
                                356
                                
                                
                                
                                -Net
      earnings attributable to Blyth, Inc. common stockholders
                                
                                $
                                2,435
                                
                                
                                $
                                1,160Basic:Net
      earnings attributable per Blyth, Inc. common share
                                
                                $
                                0.27
                                
                                
                                $
                                0.13Weighted
      average number of shares outstanding
                                
                                
                                8,912
                                
                                
                                
                                9,069Diluted:Net
      earnings attributable per Blyth, Inc. common share
                                
                                $
                                0.27
                                
                                
                                $
                                0.13Weighted
      average number of shares outstanding
                                
                                
                                8,925
                                
                                
                                
                                9,152The
      accompanying notes are an integral part of these financial
      statements.








4
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BLYTH,
      INC. ANDSUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Unaudited)Blyth,
      Inc.'s StockholdersAccumulated
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (Temporary
      Equity)Additional
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Other
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              RedeemableCommon
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Contributed
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Retained
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Comprehensive
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Treasury
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Noncontrolling
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Total
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Noncontrolling
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Comprehensive(In
      thousands)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Stock
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Capital
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Earnings
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Income
      (Loss)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Stock
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Interest
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Equity
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Interest
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              Income
      (Loss)For
      the three months ended April 30, 2008:Balance,
      February 1, 2008
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              254
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              138,927
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              522,328
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              25,444
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (387,885
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              299,068
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -Net
      earnings (loss) for the period
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,160
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              29
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,189
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,189Distribution
      to noncontrolling interest
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (29
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (29
                                                                                                                                                                                                                              )Foreign
      currency translation adjustments
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              4,154
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              4,154
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              4,154Net
      unrealized loss on certain
                                                                                                                                                                                                                                investments (net of tax benefit
      of  $194)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (316
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (316
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (316
                                                                                                                                                                                                                              )Net
      unrealized loss on cash flow hedging
                                                                                                                                                                                                                                instruments  (net
      of tax benefit of $1,058)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,726
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,726
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,726
                                                                                                                                                                                                                              )Comprehensive
      income
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              3,301Comprehensive
      income attributable to the
                                                                                                                                                                                                                                noncontrolling interests
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              29Comprehensive
      income attributable to
                                                                                                                                                                                                                                Blyth,
      Inc.
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              3,272Common
      stock issued in connection with
                                                                                                                                                                                                                                long-term
      incentive plan
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1Stock-based
      compensation
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,413
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,413Dividends
      paid
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (9,784
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (9,784
                                                                                                                                                                                                                              )Treasury
      stock purchases
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (2,510
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (2,510
                                                                                                                                                                                                                              )Balance,
      April 30, 2008
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              255
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              140,340
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              513,704
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              27,556
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (390,395
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              291,460
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -For
      the three months ended April 30, 2009:Balance,
      February 1, 2009
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              255
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              141,307
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              486,548
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              19,366
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (398,978
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              248,498
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              893
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              -Net
      earnings (loss) for the period
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2,791
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              31
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2,822
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (398
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              2,424Distribution
      to noncontrolling interest
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (67
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (67
                                                                                                                                                                                                                              )Foreign
      currency translation adjustments
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (7,808
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (7,808
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (7,808
                                                                                                                                                                                                                              )Net
      unrealized gain on certain
                                                                                                                                                                                                                                investments   (net of tax liability
      of  $192)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              348
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              348
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              348Realized
      gain on pension termination
                                                                                                                                                                                                                                (net of tax of $749)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,153
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,153
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,153
                                                                                                                                                                                                                              )Net
      unrealized loss on cash flow hedging
                                                                                                                                                                                                                                  instruments(net
      of tax benefit of $101)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (162
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (162
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (162
                                                                                                                                                                                                                              )Comprehensive
      loss
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (6,351
                                                                                                                                                                                                                              )Comprehensive
      loss attributable to the
                                                                                                                                                                                                                                noncontrolling
      interests
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (367
                                                                                                                                                                                                                              )Comprehensive
      loss attributable to
                                                                                                                                                                                                                                Blyth, Inc.
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (5,984
                                                                                                                                                                                                                              )Stock-based
      compensation
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,120
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,120Dividends
      declared ($.10 per share)
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (892
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (892
                                                                                                                                                                                                                              )Accretion
      of redeemable noncontrolling
                                                                                                                                                                                                                                interest
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,284
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (1,284
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              1,284Treasury
      stock purchases
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (125
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              (125
                                                                                                                                                                                                                              )Balance,
      April 30, 2009
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              255
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              142,427
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              487,163
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              10,591
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (399,103
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              (36
                                                                                                                                                                                                                              )
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              241,297
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              
                                                                                                                                                                                                                              $
                                                                                                                                                                                                                              1,779The
      accompanying notes are an integral part of these financial
      statements.


5
 Return to Top





BLYTH,
      INC. AND SUBSIDIARIESCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)Three months ended April 30(In thousands)
                                                  
                                                  2009
                                                  
                                                  
                                                  2008Cash
      flows from operating activities:Net
      earnings
                                                  
                                                  $
                                                  2,424
                                                  
                                                  
                                                  $
                                                  1,189Adjustments
      to reconcile net earnings to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
                                                  
                                                  
                                                  4,214
                                                  
                                                  
                                                  
                                                  5,106Write
      down of investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  5,471Unrealized
      gain on trading investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (30
                                                  )Stock-based
      compensation expense
                                                  
                                                  
                                                  1,144
                                                  
                                                  
                                                  
                                                  731Deferred
      income taxes
                                                  
                                                  
                                                  477
                                                  
                                                  
                                                  
                                                  3,500Gain
      on pension termination
                                                  
                                                  
                                                  (1,902
                                                  )
                                                  
                                                  
                                                  -Other
                                                  
                                                  
                                                  46
                                                  
                                                  
                                                  
                                                  4Changes
      in operating assets and liabilities, net of effect of business
      acquisitions and divestitures:Accounts
      receivable
                                                  
                                                  
                                                  1,538
                                                  
                                                  
                                                  
                                                  (1,931
                                                  )Inventories
                                                  
                                                  
                                                  13,004
                                                  
                                                  
                                                  
                                                  (6,379
                                                  )Prepaid
      and other
                                                  
                                                  
                                                  (7,051
                                                  )
                                                  
                                                  
                                                  (4,914
                                                  )Other
      long-term assets
                                                  
                                                  
                                                  1,364
                                                  
                                                  
                                                  
                                                  790Accounts
      payable
                                                  
                                                  
                                                  (6,176
                                                  )
                                                  
                                                  
                                                  (17,763
                                                  )Accrued
      expenses
                                                  
                                                  
                                                  5,321
                                                  
                                                  
                                                  
                                                  960Other
      liabilities
                                                  
                                                  
                                                  203
                                                  
                                                  
                                                  
                                                  (224
                                                  )Income
      taxes payable
                                                  
                                                  
                                                  (2,547
                                                  )
                                                  
                                                  
                                                  (7,966
                                                  )Net
      cash provided by (used in) operating activities
                                                  
                                                  
                                                  12,059
                                                  
                                                  
                                                  
                                                  (21,456
                                                  )Cash
      flows from investing activities:Purchases
      of property, plant and equipment, net of disposals
                                                  
                                                  
                                                  (1,721
                                                  )
                                                  
                                                  
                                                  (2,317
                                                  )Purchases
      of short-term investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (24,431
                                                  )Proceeds
      from sales of short-term investments
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  34,342Purchases
      of long-term investments
                                                  
                                                  
                                                  (42
                                                  )
                                                  
                                                  
                                                  -Proceeds
      from sale of long-term investments
                                                  
                                                  
                                                  1,491
                                                  
                                                  
                                                  
                                                  100Cash
      settlement of net investment hedges
                                                  
                                                  
                                                  6,563
                                                  
                                                  
                                                  
                                                  -Net
      cash provided by investing activities
                                                  
                                                  
                                                  6,291
                                                  
                                                  
                                                  
                                                  7,694Cash
      flows from financing activities:Purchases
      of treasury stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  (2,510
                                                  )Repayments
      of long-term debt
                                                  
                                                  
                                                  (12,717
                                                  )
                                                  
                                                  
                                                  (2,559
                                                  )Payments
      on capital lease obligations
                                                  
                                                  
                                                  (135
                                                  )
                                                  
                                                  
                                                  (116
                                                  )Distributions
      to noncontrolling interest
                                                  
                                                  
                                                  (67
                                                  )
                                                  
                                                  
                                                  -Net
      cash used in financing activities
                                                  
                                                  
                                                  (12,919
                                                  )
                                                  
                                                  
                                                  (5,185
                                                  )Effect
      of exchange rate changes on cash
                                                  
                                                  
                                                  (8,187
                                                  )
                                                  
                                                  
                                                  3,420Net
      decrease in cash and cash equivalents
                                                  
                                                  
                                                  (2,756
                                                  )
                                                  
                                                  
                                                  (15,527
                                                  )Cash
      and cash equivalents at beginning of period
                                                  
                                                  
                                                  146,424
                                                  
                                                  
                                                  
                                                  163,021Cash
      and cash equivalents at end of period
                                                  
                                                  $
                                                  143,668
                                                  
                                                  
                                                  $
                                                  147,494The
      accompanying notes are an integral part of these financial
      statements.



































6
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





Blyth,
Inc. (the “Company”) is a multi-channel company competing primarily in the home
fragrance and decorative accessories industry.  The Company designs,
markets and distributes an extensive array of decorative and functional
household products including candles, accessories, seasonal decorations,
household convenience items and personalized gifts, as well as products for the
foodservice trade,nutritional supplements
and weight management products. The Company competes primarily in the global
home expressions industry, and its products can be found throughout North
America, Europe and Australia. Our financial results are reported in three
segments - the Direct Selling segment, the Catalog & Internet segment and
the Wholesale segment.





Effective
January 30, 2009, the Company’s common stock and related equity based
instruments were subject to a 1-for-4 reverse stock split. All historical share,
per share, earnings per share (“EPS”) and stock-based compensation disclosures
have been adjusted accordingly.





1.           Basis
of Presentation





The
condensed consolidated financial statements include the accounts of the Company
and its subsidiaries.  All intercompany accounts and transactions have
been eliminated.  The investment in a company that is not majority
owned or controlled is reported using the equity method and is recorded as an
investment.  Certain of the Company’s subsidiaries operate on a 52 or
53-week fiscal year ending on the Saturday closest to January
31.  European operations and one domestic direct selling entity
maintain a calendar year accounting period, which is consolidated with the
Company’s fiscal period.  In the opinion of management, the
accompanying unaudited condensed consolidated financial statements include all
adjustments (consisting only of items that are normal and recurring in nature)
necessary for fair presentation of the Company's consolidated financial position
as of April 30, 2009 and the consolidated results of its operations and cash
flows for the three-month periods ended April 30, 2009 and
2008.  These interim statements should be read in conjunction with the
Company's consolidated financial statements for the fiscal year ended January
31, 2009, as set forth in the Company’s Annual Report on Form
10-K.  Certain reclassifications of prior period amounts have been
made to conform to current year presentation. Operating results for the three
months ended April 30, 2009 are not necessarily indicative of the results that
may be expected for the fiscal year ending January 31, 2010.





Effective
February 1, 2009, the Company adopted Financial Accounting Standards Board
(“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 160,
“Noncontrolling Interests in Consolidated Financial Statements — an Amendment of
ARB No. 51”, effective February 1, 2009 (“SFAS No. 160”). SFAS
No. 160 establishes accounting and reporting standards for noncontrolling
interests, including changes in a parent’s ownership interest in a subsidiary,
and requires, among other things, that noncontrolling interests in subsidiaries
be classified within equity. As a result of the adoption, the Company has
reported noncontrolling interests, other
than Redeemable noncontrolling interests,as a component of equity
in the unaudited Condensed Consolidated Balance Sheets and the Net (loss)
earnings attributable to the noncontrolling interests has been separately
disclosed in the unaudited Condensed Consolidated Statements of Earnings. The
prior periods presented have also been retrospectively restated to conform to
the current classification required by SFAS 160.





The
Company has adopted SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”(“SFAS No. 161”) for fiscal
2010.  SFAS No. 161 amends and expands the disclosure requirements of
SFAS No. 133, “Accounting for Derivative
Instruments and Hedging Activities”.




Effective February 1, 2009, the
Company also adopted SFAS No. 141 (revised 2007), “Business
Combinations”, (“SFAS
No. 141(R)”), which significantly changed the accounting for business
combinations, and also began applying the provisions of SFAS No. 157,
“Fair Value Measurements”, (“SFAS No. 157”) to
non-financial assets and liabilities, as permitted by FASB Staff Position
FAS 157-2, “Effective Date of FASB Statement No. 157”. Neither of the
adopted pronouncements noted above had an impact on the Company’s financial
condition or results of operations for the first quarter of fiscal
2010.



















7
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.           Basis of Presentation(continued)




Reclassification
 
 On
January 30, 2009, the Company executed a 1-for-4 reverse stock
split.  Concurrent with this split the Company reduced its authorized
common shares from 100,000,000 to 50,000,000 but did not adjust the par value of
each common share, which was and remains at $0.02 per share. The fiscal 2009
Common stock and Additional paid in capital should have reflected this change.
The Company has corrected the classification between these two equity accounts.
The following table displays the impact to the individual line items of the
Condensed Consolidated Balance Sheets:
  Fiscal
      2009(In
      thousands)
                                                    
                                                    OriginallyReported
                                                    
                                                    
                                                    As
      Now Reported
                                                    
                                                    
                                                    Net
      DifferenceCommon
      stock
                                                    
                                                    $
                                                    1,019
                                                    
                                                    
                                                    $
                                                    255
                                                    
                                                    
                                                    $
                                                    (764
                                                    )Additional
      paid in capital
                                                    
                                                    
                                                    140,543
                                                    
                                                    
                                                    
                                                    141,307
                                                    
                                                    
                                                    
                                                    764
  This
reclassification has no impact on the Company’s consolidated financial position,
results of operations or cash
flows.
  2.           Business
Acquisitions





In August
2008, the Company signed a definitive agreement to purchase ViSalus Holdings,
LLC (“ViSalus”), a direct seller of vitamins, weight management products and
other related nutritional supplements, through a series of
investments.





On
October 21, 2008, the Company completed its initial investment and acquired a
43.6% equity interest in ViSalus for $13.0 million in cash. In addition, the
Company is required, subject to the conditions in the acquisition agreement, to
make additional purchases of ViSalus’ equity interest to increase its equity
ownership over time to 57.5%, 72.7% and 100.0%.  The requirement for
additional purchases is conditioned upon ViSalus meeting certain operating
targets during the current year and fiscal 2011 and 2012, subject to a one-time,
one-year extension in any year.  The purchase prices of the additional
investments are based on ViSalus’ future operating results as defined in the
agreement. The Company has the option to acquire the remaining interest in
ViSalus even if ViSalus does not meet the predefined operating
targets.





The
Company has accounted for the acquisition of ViSalus as a business combination
under SFAS No. 141 “Business Combinations”.  The Company analyzed the
criteria for consolidation in accordance with ARB No. 51 “Consolidated Financial
Statements” and its supporting literature, and has determined it has control of
ViSalus based on the following factors.  ViSalus is currently majority
owned collectively by Blyth and Ropart Asset Management Fund, LLC and Ropart
Asset Management Fund II, LLC (collectively, “RAM”), a related party (see Note
15 to the Condensed Consolidated Financial Statements for additional
information).  Moreover, the Company has taken into account the
composition of ViSalus’ six-member board of managers, two of whom are the
Company’s executive officers, one of whom is a principal of RAM, two of whom are
founders and executive officers of ViSalus and one of whom is
independent.  Additionally, the Company and RAM together control
ViSalus’ compensation committee and control the compensation of the two ViSalus
executive officers who serve on ViSalus’ board of
managers.  Consequently, five of the six members of ViSalus’ board of
managers may be deemed to operate under the Company’s influence.





The
Company has also taken into account ViSalus’ governing documents, which afford
the Company significant rights with respect to major corporate actions and the
right to force the other owners of ViSalus’ equity instruments to sell them in
some corporate transactions.  Finally, the Company considered the
mechanisms that are in place to permit it to purchase the remaining
noncontrolling interest in ViSalus over the next several years.






















8
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





2.           Business Acquisitions(continued)





As
discussed above, the Company is required to purchase the remaining
noncontrolling interests in ViSalus if ViSalus meets certain operating
targets.  As a result, these noncontrolling interests have been
determined to be redeemable and are accounted for in accordance with the
guidance in Emerging Issues Task Force Topic D-98, “Classification and
Measurement of Redeemable Securities” (“EITF Topic
D-98”).  Accordingly, the Company has recognized these noncontrolling
interests outside of permanent equity, and will accrete changes in their
redemption value through the date of redemption if it continues to be probable
that the noncontrolling interests will be redeemed.  The accretion of
the redemption value is recognized as a charge to retained earnings, and to the
extent that the resulting redemption value exceeds the fair value of the
noncontrolling interests, the differential will be reflected in the Company’s
EPS.  As of April 30, 2009 and January 31, 2009 the carrying amount of
the redeemable noncontrolling interests was $1.8 million and $0.9 million,
respectively, and has been reflected as Redeemable noncontrolling interest in
the Condensed Consolidated Balance Sheet. The accretion of the redemption in
excess of fair value during the first three months of fiscal 2010 of $0.4
million has been reflected in EPS calculation in accordance with this
guidance. If ViSalus meets its current projected operating targets, the
total expected redemption value of noncontrolling interest will be approximately
$19.7 million paid over fiscal 2011, 2012 and 2013. The total expected
redemption value could increase or decrease depending upon whether ViSalus
exceeds or falls short of its operating projections.





The
acquisition of ViSalus by the Company involves related parties, as discussed in
Note 15 to the Condensed Consolidated Financial Statements. The other owners of
ViSalus include its three founders (each of whom currently own 11.7% of ViSalus)
and a small group of employees who collectively own approximately 5.9% of
ViSalus.  The Company’s initial investment in ViSalus of $13.0 million
was paid to ViSalus ($2.5 million), RAM ($3.0 million) and each of the three
founders ($2.5 million each).  Mr. Goergen, the Company’s chairman and
chief executive officer, beneficially owns approximately 30.0% of the Company’s
outstanding common stock, and together with members of his family, owns
substantially all of RAM.




The
Company has incurred $1.0 million in costs related to the ViSalus transaction
which has been accounted for as part of the cost of the acquisition. ViSalus is
included in the Direct Selling segment, and its operating results since October
21, 2008, the date of acquisition, are included in the Company’s Condensed
Consolidated Statements of Earnings.





During
fiscal 2009, the Company acquired certain assets of As We Change, a catalog and
internet retailer, for $2.3 million in cash. The results of operations for As We
Change, which were not material, are included in the Condensed Consolidated
Statements of Earnings (Loss) of the Company since August 3, 2008, the date of
acquisition. As We Change is included in the Catalog & Internet reporting
segment.





3.           Restructuring





During
fiscal 2007, the Company initiated a restructuring plan within the North
American operations of the Company’s Direct Selling segment. As of April 30,
2009, the Company had an accrual for approximately $1.8 million for
restructuring charges relating to lease obligations.  The remaining
lease obligations will be paid through fiscal 2013.





The
following is a tabular rollforward of the lease obligation accrual
described above, included in Accrued expenses:





(In
      thousands)
                                      
                                      Lease
      ObligationBalance
      at January 31, 2009
                                      
                                      $
                                      1,987Payments
      made in fiscal 2010
                                      
                                      
                                      (203
                                      )Balance
      at April 30, 2009
                                      
                                      $
                                      1,784




















9
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





4.           Investments





The
Company’s investments as of April 30, 2009 consisted of a number of financial
securities including debt instruments, preferred stocks, mutual funds, an
investment in a limited liability company and restricted cash.  The Company
accounts for its investments in debt and equity instruments in accordance with
SFAS No. 115 “Accounting for Certain Investments in Debt and Equity
Securities”.




The
Company’s investments in preferred stocks were bought and sold on a short-term
basis with the sole purpose of generating a profit on price differences.
Accordingly, these investments were classified as short-term trading
investments. Realized and unrealized gains and losses on these securities were
recorded in the Condensed Consolidated Statements of Earnings in Foreign
exchange and other. The Company changed its investment strategy and, in
connection with that change, changed the classification of the preferred stock
investments to long-term available for sale securities. With the change in
designation to available for sale, the unrealized losses on these investments
that are considered temporary are now recorded in Accumulated other
comprehensive income (“AOCI”).   These securities are valued
based on quoted prices in inactive markets. During the quarter ended April
30, 2009, the Company recorded net of tax unrealized gains $0.3 million in
AOCI.


The
Company holds other debt and equity auction rate securities (“ARS”) which are
classified as long-term, available-for-sale investments.  These securities
are valued based on many factors including the credit quality of the issuer, the
Company’s discounted cash flow analysis and input from broker-dealers in these
types of securities. Realized gains and losses on these securities are
determined using the specific identification method and are recorded in Foreign
exchange and other. Unrealized losses on these securities that are
considered temporary are recorded in AOCI.  Unrealized losses that are
considered other than temporary are recorded in the Condensed Consolidated
Statements of Earnings in Foreign exchange and other.





As of
April 30, 2009 and January 31, 2009, the Company held $13.5 million of ARS
classified as available-for-sale securities. ARS are generally long-term debt
instruments that provide liquidity through a Dutch auction process that resets
the applicable interest rate at predetermined intervals in days. This mechanism
generally allows investors to rollover their holdings and continue to own their
respective securities or liquidate their holdings by selling their securities at
par value. The Company generally invested in these securities for short periods
of time as part of its cash management program. The Company’s auction rate
securities are all AAA/Aaa rated investments and consist of a student loan
portfolio with the vast majority of the student loans guaranteed by the U.S.
Government under the Federal Family Education Loan Program and a closed-end fund
consisting of preferred stock of various utilities that maintains assets equal
to or greater than 200% of the liquidation preference of its preferred stock.
These securities’ valuations considered the financial conditions of the issuer
and its guarantor as well as the value of the collateral.  The Company has
assessed the credit risk associated with the ARS to be minimal. If the credit
ratings of the issuer or the collateral deteriorate, the Company may adjust the
carrying value of these investments.





The
current uncertainties surrounding the credit markets have prevented the Company
and other investors from liquidating all of their holdings by selling their
securities at par value. Historically, the par value of these securities
approximated fair value as a result of the resetting of the interest rate. In
the first quarter of fiscal 2009 market auctions, including auctions for
substantially all the Company’s ARS, began to fail due to insufficient buyers.
As a result of these failed auctions and the uncertainty of when these
securities could successfully be liquidated at par (liquidity risk), the Company
has recorded a pre-tax unrealized loss of $1.5 million to AOCI as of January 31,
2009 and has classified these securities as non-current investments. The Company
deems these securities to be temporarily impaired because of the Company’s
ability to hold these securities to maturity, if necessary, and the underlying
liquidity of the issuer and its guarantor, which does not indicate that a
condition of a permanent impairment exists.











10
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





4.           Investments(continued)





The
Company holds an investment in a limited liability company (“LLC”) obtained
through its ViSalus acquisition. The LLC is accounted for under the equity
method as the Company holds a significant equity interest in this
company.  The Company records its share of the LLC’s earnings or loss
to its investment balance. All gains and losses are recorded in the Condensed
Consolidated Statements of Earnings in Foreign exchange and other.




Also
included in long-term investments are certificates of deposit that are held as
collateral for the Company’s outstanding standby letters of
credit.  These are recorded at cost and interest earned on these is
realized in Interest income in the Condensed Consolidated Statements of
Earnings.




Investments,
by category:




(In
      thousands)
                                      
                                      April
      30, 2009
                                      
                                      
                                      January
      31, 2009Equity
      securities
                                      
                                      $
                                      16,072
                                      
                                      
                                      $
                                      16,243Debt
      securities
                                      
                                      
                                      4,481
                                      
                                      
                                      
                                      4,481Investment
      in LLC
                                      
                                      
                                      1,055
                                      
                                      
                                      
                                      1,100Collateral
      - certificate of deposit
                                      
                                      
                                      2,316
                                      
                                      
                                      
                                      3,070Other
                                      
                                      
                                      -
                                      
                                      
                                      
                                      81Total  investments
                                      
                                      $
                                      23,924
                                      
                                      
                                      $
                                      24,975




As of
April 30, 2009 and January 31, 2009, the Company held debt securities totaling
$5.0 million, at par, with contractual maturities greater than ten years from
the Balance Sheet date. All income generated from these debt securities was
recorded as Interest income. Actual maturities may differ from contractual
maturities as the borrower has the right to call its obligations.





In
addition to the investments noted above, the Company holds mutual funds as part
of a deferred compensation plan which are classified as available-for-sale. As
of April 30, 2009 and January 31, 2009 the fair value of these securities was
$1.0 million and $1.3 million, respectively.  These securities are
valued based on quoted prices in an active market. Unrealized gains and losses
on these securities are recorded in AOCI.  These investment balances are
included in Deposits and other assets in the Condensed Consolidated Balance
Sheets.





5.           Inventories





The
components of inventory are as follows:








(In
      thousands)
                                        
                                        April
      30, 2009
                                        
                                        
                                        January
      31, 2009Raw
      materials
                                        
                                        $
                                        9,926
                                        
                                        
                                        $
                                        9,643Work
      in process
                                        
                                        
                                        382
                                        
                                        
                                        
                                        -Finished
      goods
                                        
                                        
                                        112,546
                                        
                                        
                                        
                                        127,444Total
                                        
                                        $
                                        122,854
                                        
                                        
                                        $
                                        137,087




As
      of April 30, 2009 and January 31, 2009, the inventory valuation reserves
      totaled $13.2 million and $15.8 million,
  respectively.














11
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





6.           Goodwill
and Other Intangibles





Goodwill
and other indefinite lived intangibles are subject to an assessment for
impairment using a two-step fair value-based test, which must be performed at
least annually, or more frequently if events or circumstances indicate that
goodwill or other indefinite lived intangibles might be impaired.





The
Company performs its annual assessment of impairment as of January
31.  For goodwill, the first step is to identify whether a potential
impairment exists. This is done by comparing the fair value of a reporting unit
to its carrying amount, including goodwill.  Fair value for each of
the Company’s reporting units is estimated utilizing a combination of valuation
techniques, namely the discounted cash flow methodology and the market multiple
methodology. The discounted cash flow methodology assumes the fair value of an
asset can be estimated by the economic benefit or net cash flows the asset will
generate over the life of the asset, discounted to its present value. The
discounting process uses a rate of return that accounts for both the time value
of money and the investment risk factors. The market multiple methodology
estimates fair value based on what other participants in the market have
recently paid for reasonably similar assets. Adjustments are made to compensate
for differences between the reasonably similar assets and the assets being
valued. If the fair value of the reporting unit exceeds the carrying value, no
further analysis is necessary. The fair value of the reporting units is derived
by calculating the average of the outcome of the two valuation techniques
described above.  If the carrying amount of the reporting unit exceeds
its fair value, the second step is performed. The second step compares the
carrying amount of the goodwill to the estimated fair value of the goodwill. If
fair value is less than the carrying amount, an impairment loss is reported as a
reduction to the goodwill and a charge to operating expense.





The
following table shows the carrying amount of goodwill within the Direct Selling
segment as of April 30, 2009 and January 31, 2009:





(In
      thousands)Goodwill
      at January 31, 2009
                                                    
                                                    $
                                                    13,988ViSalus
      acquisition purchase adjustment
                                                    
                                                    
                                                    1,501Goodwill
      at April 30, 2009
                                                    
                                                    $
                                                    15,489




Other
intangible assets include indefinite-lived trade names and trademarks and
customer relationships related to the Company’s acquisition of Miles Kimball and
Walter Drake in fiscal 2004 and As We Change during fiscal 2009, which are
reported in the Catalog and Internet segment and ViSalus, acquired during fiscal
2009, which is reported in the Direct Selling segment. The Company does not
amortize the indefinite-lived trade names and trademarks, but rather test for
impairment annually as of January 31, or upon the occurrence of a triggering
event.




Other
intangible assets consisted of the following:




April
      30, 2009
                                                              
                                                              
                                                              January
      31, 2009(In
      thousands)
                                                              
                                                              Gross
                                                              
                                                              
                                                              Accumulated
      Amortization
                                                              
                                                              
                                                              Net
                                                              
                                                              
                                                              Gross
                                                              
                                                              
                                                              Accumulated
      Amortization
                                                              
                                                              
                                                              NetIndefinite-lived
      trade names and trademarks
                                                              
                                                              $
                                                              4,200
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              4,200
                                                              
                                                              
                                                              $
                                                              4,200
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              4,200Customer
      relationships
                                                              
                                                              
                                                              300
                                                              
                                                              
                                                              
                                                              61
                                                              
                                                              
                                                              
                                                              239
                                                              
                                                              
                                                              
                                                              300
                                                              
                                                              
                                                              
                                                              29
                                                              
                                                              
                                                              
                                                              271Total
      Direct Selling segment
                                                              
                                                              
                                                              4,500
                                                              
                                                              
                                                              
                                                              61
                                                              
                                                              
                                                              
                                                              4,439
                                                              
                                                              
                                                              
                                                              4,500
                                                              
                                                              
                                                              
                                                              29
                                                              
                                                              
                                                              
                                                              4,471Indefinite-lived
      trade names and trademarks
                                                              
                                                              
                                                              7,850
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              7,850
                                                              
                                                              
                                                              
                                                              7,850
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              7,850Customer
      relationships
                                                              
                                                              
                                                              15,387
                                                              
                                                              
                                                              
                                                              11,241
                                                              
                                                              
                                                              
                                                              4,146
                                                              
                                                              
                                                              
                                                              15,387
                                                              
                                                              
                                                              
                                                              10,868
                                                              
                                                              
                                                              
                                                              4,519Total
      Catalog & Internet segment
                                                              
                                                              
                                                              23,237
                                                              
                                                              
                                                              
                                                              11,241
                                                              
                                                              
                                                              
                                                              11,996
                                                              
                                                              
                                                              
                                                              23,237
                                                              
                                                              
                                                              
                                                              10,868
                                                              
                                                              
                                                              
                                                              12,369Total
      intangible assets
                                                              
                                                              $
                                                              27,737
                                                              
                                                              
                                                              $
                                                              11,302
                                                              
                                                              
                                                              $
                                                              16,435
                                                              
                                                              
                                                              $
                                                              27,737
                                                              
                                                              
                                                              $
                                                              10,897
                                                              
                                                              
                                                              $
                                                              16,840











12
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





6.           Goodwill and Other Intangibles(continued)





Amortization
expense is recorded on an accelerated basis over the estimated lives of the
customer lists ranging from 5 to 12 years.  Amortization expense for
other intangible assets was $0.4 million for the three months ended April 30,
2009 and 2008.  The estimated annual amortization expense for fiscal
year 2010 is $1.4 million.  The estimated amortization expense for the
next five fiscal years beginning with fiscal 2011 is as follows:  $1.2
million, $0.8 million, $0.6 million, $0.6 million and $0.1 million.





7.           Fair
Value Measurements




The
fair-value hierarchy established in No. 157, Fair Value Measurements
(“SFAS No. 157”) prioritizes the inputs used in valuation techniques into
three levels as follows:





•
            
            Level
      1 – Observable inputs – quoted prices in active markets for identical
      assets and liabilities;•
            
            Level
      2 – Observable inputs other than the quoted prices in active markets for
      identical assets and liabilities – such as quoted prices for similar
      instruments, quoted prices for identical or similar instruments in
      inactive markets, or other inputs that are observable or can be
      corroborated by observable market data;•
            
            Level
      3 – Unobservable inputs – includes amounts derived from valuation models
      where one or more significant inputs are unobservable and require us to
      develop relevant assumptions.




The
following table summarizes the assets and liabilities measured at fair value as
of the measurement date, April 30, 2009, and the basis for that
measurement, by level within the fair value hierarchy:





(In
      thousands)
                                                    
                                                    Balance
      as of April 30, 2009
                                                    
                                                    
                                                    Quoted
      prices in active markets for identical assets (Level 1)
                                                    
                                                    
                                                    Significant
      other observable inputs (Level 2)
                                                    
                                                    
                                                    Significant
      unobservable inputs (Level 3)Financial
      assetsEquity
      securities
                                                    
                                                    $
                                                    16,072
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    7,038
                                                    
                                                    
                                                    $
                                                    9,034Debt
      securities
                                                    
                                                    
                                                    4,481
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    4,481Deferred
      compensation plan assets 1
                                                    
                                                    
                                                    1,018
                                                    
                                                    
                                                    
                                                    1,018
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Foreign
      exchange forward contracts
                                                    
                                                    
                                                    395
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    395
                                                    
                                                    
                                                    
                                                    -Total
                                                    
                                                    $
                                                    21,966
                                                    
                                                    
                                                    $
                                                    1,018
                                                    
                                                    
                                                    $
                                                    7,433
                                                    
                                                    
                                                    $
                                                    13,515Financial
      liabilitiesForeign
      exchange forward contracts
                                                    
                                                    $
                                                    (683
                                                    )
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    (683
                                                    )
                                                    
                                                    $
                                                    -1
      There is an offsetting liability for the obligation to its employees in
      Other liabilities





The
Company values its investments in equity securities within the deferred
compensation plan using level 1 inputs, by obtaining quoted prices in active
markets.  The deferred compensation plan assets consist of shares of
mutual funds, for which there are quoted prices in an active market. The Company
also enters into both cash flow and fair value hedges, by purchasing forward
contracts. These contracts are valued using level 2 inputs, primarily observable
forward foreign exchange rates. The Company values certain preferred stock
investments using information classified as level 2. This data consists of
quoted prices of identical instruments in an inactive market and third party bid
offers. The debt and equity securities consist of auction rate securities that
take into consideration many factors including the credit quality of both the
issuer and its insurer, value of the collateral, the Company’s discounted cash
flow analysis and input from broker-dealers in these types of securities. Since
there is not an active, observable, market currently for these securities, they
have been classified as a level 3 input.











13
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





8.           Derivative
Instruments and Hedging Activities





The
Company has adopted SFAS No. 161 for fiscal 2010.  SFAS No. 161 amends
and expands the disclosure requirements of SFAS No. 133.





The
Company uses foreign exchange forward contracts to hedge the impact of foreign
currency fluctuations on foreign denominated inventory purchases, intercompany
payables and certain foreign denominated loans. It does not hold or issue
derivative financial instruments for trading purposes.  The Company
has hedged the net assets of certain of its foreign operations through foreign
currency forward contracts. The net after-tax gain related to the derivative net
investment hedges in AOCI as of April 30, 2009 and January 31, 2009 was $5.2
million and $5.4 million, respectively.





The
Company has designated forward exchange contracts on forecasted intercompany
purchases and future purchase commitments as cash flow hedges and, as such, as
long as the hedge remains effective and the underlying transaction remains
probable, the effective portion of the changes in the fair value of these
contracts will be recorded in AOCI until earnings are affected by the
variability of the cash flows being hedged.  With regard to
commitments for inventory purchases, upon payment of each commitment, the
underlying forward contract is closed and the corresponding gain or loss is
transferred from AOCI and is included in the measurement of the cost of the
acquired asset.  If a hedging instrument is sold or terminated prior
to maturity, gains and losses are deferred in AOCI until the hedged item is
settled.  However, if the hedged item is no longer likely to occur,
the resultant gain or loss on the terminated hedge is recognized into earnings
immediately.  The net after-tax loss included in accumulated AOCI at
April 30, 2009 is $0.1 million and is expected to be transferred into earnings
within the next twelve months upon payment of the underlying
commitment.





We have
designated our foreign currency forward contracts related to certain foreign
denominated loans and intercompany payables as fair value hedges.  The
gains or losses on the fair value hedges are recognized into earnings and
generally offset the transaction gains or losses in the foreign denominated
loans that they are intended to hedge.





For
consolidated financial statement presentation, net cash flows from such hedges
are classified in the categories of the Condensed Consolidated Statement of Cash
Flows with the items being hedged. Forward contracts held with each bank are
presented within the Condensed Consolidated Balance Sheets as a net asset or
liability, based on netting agreements with each bank. The foreign exchange
contracts outstanding have maturity dates through February 2010.





The table
below details the fair value and location of the Company’s hedges in the
Condensed Consolidated Balance Sheets:





(In
      thousands)
                                                              Asset
      Derivatives
                                                              
                                                              Liabilities
      DerivativesAs
      of April 30, 2009Balance
      Sheet Location
                                                              
                                                              Fair
      Value
                                                              
                                                              Balance
      Sheet Location
                                                              
                                                              Fair
      ValueDerivatives
      designated as hedging instruments under statement 133Foreign
      exchange forward contract
                                                              Prepaid
      and Other
                                                              
                                                              $
                                                              395
                                                              
                                                              Accrued
      Liabilities
                                                              
                                                              $
                                                              683











14
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)




8.           Derivative
Instruments and Hedging Activities (continued)




Gain and
loss activity related to the Company’s Cash Flow hedges for the three months
ended April 30, 2009 are as follows:





Derivatives
      in Statement 133Cash
      Flow Hedging Relationships
                                      
                                      Amount
      of Gain (Loss), Recognized in OCI on Derivative (Effective
      Portion)
                                      
                                      Location
      of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective
      Portion)
                                      
                                      Amount
      of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective
      Portion)(In
      thousands)Foreign
      exchange forward contract
                                      
                                      $
                                      (263
                                      )
                                      Cost
      of goods sold
                                      
                                      $
                                      353





For the
three month period ended April 30, 2009, the Company recorded a gain of $0.7
million to AOCI related to foreign exchange forward contracts accounted for as
Net Investment hedges.





For the
three month period ended April 30, 2009, the Company recorded a gain of $0.2
million to Foreign exchange and other related to foreign exchange forward
contracts accounted for as Fair Value hedges.





9.           Long-Term
Debt





In May
1999, the Company filed a shelf registration statement for issuance of up to
$250.0 million in debt securities with the Securities and Exchange
Commission.  On September 24, 1999, the Company issued $150.0 million
of 7.90% Senior Notes due October 1, 2009 at a discount of approximately $1.4
million, which is being amortized over the life of the notes.  During
the first quarter of fiscal 2010 the Company repurchased $12.6 million of these
notes, resulting in $24.7 million outstanding as of April 30,
2009.  Such notes contain, among other provisions, restrictions on
liens on principal property or stock issued to collateralize debt.  At
April 30, 2009, the Company was in compliance with such
provisions.  Interest is payable semi-annually in arrears on April 1
and October 1.  On October 20, 2003, the Company issued $100.0 million
5.50% Senior Notes due on November 1, 2013 at a discount of approximately $0.2
million, which is being amortized over the life of the notes.  Such
notes contain provisions and restrictions similar to those in the 7.90% Senior
Notes.  At April 30, 2009, the Company was in compliance with such
provisions.  Interest is payable semi-annually in arrears on May 1 and
November 1. The notes may be redeemed in whole or in part at any time at a
specified redemption price.  The proceeds of the debt issuances were
used for general corporate purposes.





As of
April 30, 2009 and 2008, Miles Kimball had approximately $8.1 million and $8.5
million, respectively, of long-term debt outstanding under a real estate
mortgage note payable which matures June 1, 2020.  Under the terms of
the note, payments of principal and interest are required monthly at a fixed
interest rate of 7.89%.





As of
April 30, 2009 and 2008, CBK had $0.1 million of long-term debt outstanding
under an Industrial Revenue Bond (“IRB”), which matures on January 1, 2025. The
bond is backed by an irrevocable letter of credit issued by a bank and is
collateralized by certain of CBK’s assets.  The amount outstanding
under the IRB bears interest at short-term floating rates, which on a weighted
average was 0.9% at April 30, 2009.  Payments of interest are required
monthly under the terms of the bond.





The
estimated fair value of the Company’s $132.9 million total long-term debt
(including current portion) at April 30, 2009 was approximately $107.0
million.  The fair value is determined by quoted market prices, where
available, and from analyses performed by investment bankers using current
interest rates considering credit ratings and the remaining terms to
maturity.




















15
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





9.           Long-Term Debt(continued)





As of
April 30, 2009, the Company had a total of $2.0 million available under an
uncommitted bank facility to be used for letters of credit. The issuance of
letters of credit under this facility will be available until January 31,
2010.  As of April 30, 2009, no letters of credit were outstanding
under this facility.





As of
April 30, 2009 the Company had $2.3 million in standby letters of credit
outstanding that are collateralized with a certificate of deposit.





10.           Earnings
per Share





Effective
January 30, 2009, the Company’s common stock and related equity-based
instruments were subject to a 1-for-4 reverse stock split. In accordance with
SFAS No. 128, “Earnings per Share” all historical earnings per share
calculations have been adjusted accordingly.





Vested
restricted stock units issued under the Company’s stock-based compensation plans
participate in all dividends paid to common shareholders and are not considered
contingently issuable shares. Accordingly these RSUs are included in the
calculation of basic and diluted earnings per share as common stock equivalents.
RSUs that have not vested and are subject to a risk of forfeiture are included
in the calculation of diluted earnings per share.





In
accordance with EITF Topic D-98, the accretion of the redeemable noncontrolling
interest’s carrying value in excess of its fair value has been reflected in
determining EPS for the Company’s common shareholders.





The
components of basic and diluted earnings per share are as follows:





Three
      months ended April 30,2009
                                          
                                          
                                          2008Net
      earnings attributable to Blyth, Inc.
                                          
                                          $
                                          2,791
                                          
                                          
                                          $
                                          1,160Accretion
      of redeemable noncontrolling interest in excess of fair
    value
                                          
                                          
                                          356
                                          
                                          
                                          
                                          -Earnings
      available for common shareholders
                                          
                                          $
                                          2,435
                                          
                                          
                                          $
                                          1,160Weighted
      average number outstanding:Common
      shares
                                          
                                          
                                          8,895
                                          
                                          
                                          
                                          9,069Vested
      restricted stock units
                                          
                                          
                                          17
                                          
                                          
                                          
                                          -Weighted
      average number of common shares outstanding:Basic
                                          
                                          
                                          8,912
                                          
                                          
                                          
                                          9,069Dilutive
      effect of stock options and non-vested restricted shares
    units
                                          
                                          
                                          13
                                          
                                          
                                          
                                          83Weighted
      average number of common shares outstanding:Diluted
                                          
                                          
                                          8,925
                                          
                                          
                                          
                                          9,152Basic
      earnings per share
                                          
                                          $
                                          0.27
                                          
                                          
                                          $
                                          0.13Diluted
      earnings per share
                                          
                                          $
                                          0.27
                                          
                                          
                                          $
                                          0.13




For the
three-month period ended April 30, 2009 and 2008, options to purchase 66,300 and
102,025 shares of common stock, respectively, are not included in the
computation of earnings per share because the effect would be
anti-dilutive.




















16
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





11.           Treasury
and Common Stock




Treasury
      StockChanges
      in Treasury Stock were (In thousands, except shares):
                                                  
                                                  Shares
                                                  
                                                  
                                                  AmountBalance
      at February 1, 2008
                                                  
                                                  
                                                  3,639,338
                                                  
                                                  
                                                  $
                                                  387,885Treasury
      stock purchases
                                                  
                                                  
                                                  33,033
                                                  
                                                  
                                                  
                                                  2,510Balance
      at April 30, 2008
                                                  
                                                  
                                                  3,672,371
                                                  
                                                  
                                                  $
                                                  390,395Balance
      at February 1, 2009
                                                  
                                                  
                                                  3,842,224
                                                  
                                                  
                                                  $
                                                  398,978Treasury
      stock withheld in connection with long-term incentive plan
                                                  
                                                  
                                                  3,792
                                                  
                                                  
                                                  
                                                  125Balance
      at April 30, 2009
                                                  
                                                  
                                                  3,846,016
                                                  
                                                  
                                                  $
                                                  399,103





Common
      StockChanges
      in Common Stock were (In thousands, except shares):
                                                    
                                                    Shares
                                                    
                                                    
                                                    AmountBalance
      at February 1, 2008
                                                    
                                                    
                                                    12,730,615
                                                    
                                                    
                                                    $
                                                    254Common
      stock issued in connection with long-term incentive plan
                                                    
                                                    
                                                    1,094
                                                    
                                                    
                                                    
                                                    1Balance
      at April 30, 2008
                                                    
                                                    
                                                    12,731,709
                                                    
                                                    
                                                    $
                                                    255Balance
      at February 1, 2009
                                                    
                                                    
                                                    12,733,209
                                                    
                                                    
                                                    $
                                                    255Common
      stock issued in connection with long-term incentive plan
                                                    
                                                    
                                                    13,616
                                                    
                                                    
                                                    
                                                    -Balance
      at April 30, 2009
                                                    
                                                    
                                                    12,746,825
                                                    
                                                    
                                                    $
                                                    255





12.           Income Taxes




The
Company’s effective tax rate for the three months ended April 30, 2009 and
2008 was 48% and 77%, respectively, which resulted in a provision for income
taxes of $2.2 million and $4.0 million, respectively.  The effective
tax rate for the three months ended April 30, 2009 was primarily affected by the
tax impact of the current period accrual of interest on the Company’s FIN 48
reserve.  The higher effective rate in the three months ended
April 30, 2008 was primarily related to a $1.8 million valuation allowance
for the capital loss recorded during the quarter related to the write down of
the RedEnvelope investment. Such expense accounted for 35 percentage points of
the effective rate in the prior year quarter.





The Company
believes that it is reasonably possible that the total amount of unrecognized
federal, state, and foreign tax benefits as of April 30, 2009, that may be
resolved within the next 12 months, is approximately $12.6 million. This is the
result of filing amendmened tax returns, closing of statutes and audit
settlements.  Due to the various jurisdictions in which the
Company files tax returns and the uncertainty regarding the timing of the
settlement of tax audits, it is possible that there could be other significant
changes in the amount of unrecognized tax benefits in fiscal 2010, but the
amount cannot be estimated.





In August
2008, a state department of revenue proposed to assess additional corporate
income taxes on the Company for fiscal years 2002, 2003 and 2004 in the net
amount of $34.9 million, which includes interest.  Refer to Note 16 for
further details.























17
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





13.       Stock
Based Compensation





Effective
January 30, 2009 the Company’s common stock and related equity based instruments
were subject to a 1-for-4 reverse stock split. All historical stock-based
compensation disclosures have been adjusted accordingly.





As of
April 30, 2009, the Company had one active stock-based compensation plan,
the 2003 Long-Term Incentive Plan (“2003 Plan”), available to grant future
awards and two inactive stock-based compensation plans (the Amended and Restated
1994 Employee Stock Option Plan and the Amended and Restated 1994 Stock Option
Plan for Non-Employee Directors), under which vested and unexercised options
remain outstanding. As of April 30, 2009, 1,625,025 shares were authorized and
approximately 830,000 shares were available for grant under these plans.
 The Company’s policy is to issue new shares of common stock for all stock
options exercised and restricted stock grants.





The Board
of Directors and the stockholders of the Company have approved the adoption and
subsequent amendments of the 2003 Plan. The 2003 Plan provides for grants of
incentive and nonqualified stock options, stock appreciation rights, restricted
stock, restricted stock units, performance shares, performance units, dividend
equivalents and other stock unit awards to officers and employees. The 2003 Plan
also provides for grants of nonqualified stock options to directors of the
Company who are not, and who have not been during the immediately preceding
12-month period, officers or employees of the Company or any of its
subsidiaries. Restricted stock and restricted stock units (“RSUs”) are granted
to certain employees to incent performance and retention. RSUs issued under the
plans provide that shares awarded may not be sold or otherwise transferred until
restrictions have lapsed. The release of RSUs on each of the vesting dates is
contingent upon continued active employment by the employee until the vesting
dates. During the first quarter of fiscal 2010 a total of 80,464 RSUs were
granted to the Company’s management, under the 2003 Plan.





Stock-based
compensation expense recognized during the period is based on the value of the
portion of stock-based payment awards that is ultimately expected to vest during
the period. Stock-based compensation expense recognized in the Company’s
Condensed Consolidated Statements of Earnings for the three months ended April
30, 2009 and 2008 includes compensation expense for restricted stock, RSUs and
other stock-based awards granted subsequent to January 31, 2006 based on
the grant date fair value estimated in accordance with the provisions of SFAS
123(R). The Company recognizes these compensation costs net of a forfeiture rate
for only those awards expected to vest, on a straight-line basis over the
requisite service period of the award, which is over periods of 3 years for
stock options; 2 to 5 years for employee restricted stock and RSUs; and 1 to 2
years for non-employee restricted stock and RSUs. SFAS 123(R) requires
forfeitures to be estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those
estimates.





Transactions
involving restricted stock and RSUs are summarized as follows:




AggregateWeighted
      Average
                                                        
                                                        
                                                        Intrinsic
      ValueShares
                                                        
                                                        
                                                        Grant
      date Fair Value
                                                        
                                                        
                                                        (In
      thousands)Nonvested
      restricted stock and RSUs at January 31, 2009
                                                        
                                                        
                                                        75,119
                                                        
                                                        
                                                        $
                                                        89.51Granted
                                                        
                                                        
                                                        80,464
                                                        
                                                        
                                                        
                                                        32.64Vested
                                                        
                                                        
                                                        (17,596
                                                        )
                                                        
                                                        
                                                        89.67Forfeited
                                                        
                                                        
                                                        (625
                                                        )
                                                        
                                                        
                                                        50.64Nonvested
      restricted stock and RSUs at April 30, 2009
                                                        
                                                        
                                                        137,362
                                                        
                                                        
                                                        $
                                                        56.35
                                                        
                                                        
                                                        $
                                                        5,505Total
      restricted stock and RSUs at April 30, 2009
                                                        
                                                        
                                                        157,136
                                                        
                                                        
                                                        $
                                                        61.63
                                                        
                                                        
                                                        $
                                                        6,298




Compensation
expense related to restricted stock and RSUs for three months ended April 30,
2009 and 2008 was approximately $1.1 million and $0.7 million,
respectively.


18
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





13.       Stock
Based Compensation(continued)





As of
April 30, 2009, there was $3.4 million of unearned compensation expense related
to non-vested restricted stock and RSU awards. This cost is expected to be
recognized over a weighted average period of 1.8 years. As of April 30, 2009,
approximately 140,000 restricted stock awards with a weighted average grant date
fair value of $56.35 are expected to vest.  The total unrecognized
stock-based compensation cost to be recognized in future periods as of April 30,
2009 does not consider the effect of stock-based awards that may be issued in
subsequent periods.





Transactions
involving stock options are summarized as follows:




Weighted
      AverageOption
                                                            
                                                            
                                                            Weighted
      Average
                                                            
                                                            
                                                            Remaining
                                                            
                                                            AggregateShares
                                                            
                                                            
                                                            Exercise
      Price
                                                            
                                                            
                                                            Contractual
      Life
                                                            
                                                            Intrinsic
      ValueOutstanding
      at January 31, 2009
                                                            
                                                            
                                                            79,425
                                                            
                                                            
                                                            $
                                                            107.10
                                                            
                                                            
                                                            
                                                            3.30Options
      expired
                                                            
                                                            
                                                            (13,125
                                                            )
                                                            
                                                            
                                                            105.25Outstanding
      and exercisable at April 30, 2009
                                                            
                                                            
                                                            66,300
                                                            
                                                            
                                                            $
                                                            107.46
                                                            
                                                            
                                                            
                                                            3.10
                                                            
                                                            $                                                         
      -




Authorized
unissued shares may be used under the stock-based compensation plans. The
Company intends to issue shares of its common stock to meet the stock
requirements of its awards in the future.




14.           Segment
Information





Blyth
designs, markets and distributes an extensive array of decorative and functional
household products including candles, accessories, seasonal decorations,
household convenience items and personalized gifts, as well as products for the
foodservice trade,nutritional supplements
and weight management products. The Company competes in the global home
expressions industry, and the Company’s products can be found throughout North
America, Europe and Australia. Our financial results are reported in three
segments - the Direct Selling segment, the Catalog & Internet segment and
the Wholesale segment.





Within
the Direct Selling segment, the Company designs, manufactures or sources,
markets and distributes an extensive line of products including scented candles,
candle-related accessories, fragranced bath gels and body lotions and other
fragranced products under the PartyLite® brand.  Effective March 31,
2009, the Company has combined the Two Sisters Gourmet brand into our PartyLite
business and will continue to offer these products as part of the PartyLite
brand. The Company also holds a controlling interest in ViSalus, a
distributor-based business that sells nutritional supplements, energy
drinks and weight management products.  All direct selling products
are sold directly to the consumer through a network of independent sales
consultants and distributors.  Products in this segment are sold
primarily in North America, Europe and Australia.





Within
the Catalog & Internet segment, the Company designs, sources and markets a
broad range of household convenience items, premium photo albums, frames,
holiday cards, personalized gifts, kitchen accessories and gourmet coffee and
tea.  These products are sold directly to the consumer under the Boca
Java®, Easy Comforts®, Exposuresâ, Home Marketplace®, Miles
Kimballâ and Walter
Drakeâ
brands.  These products are sold in North America.





Within
the Wholesale segment, the Company designs, manufactures or sources, markets and
distributes an extensive line of home fragrance products, candle-related
accessories, seasonal decorations such as ornaments and trim and home décor
products such as picture frames, lamps and textiles.  Products in this
segment are sold primarily in North America to retailers in the premium and
specialty channels under the CBK®, Colonial Candle of Cape Cod®, Colonial at
HOMEâ and Seasons of
Cannon Falls® brands.  In addition, chafing fuel and tabletop lighting
products and accessories for the Away From Home or foodservice trade are sold
through this segment under the Ambria®, HandyFuel® and Sterno®
brands.


19
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





14.           Segment Information(continued)





Operating
profit in all segments represents net sales less operating expenses directly
related to the business segments and corporate expenses allocated to the
business segments.  Other expense includes Interest expense, Interest
income, and Foreign exchange and other which are not allocated to the business
segments.  Identifiable assets for each segment consist of assets used
directly in its operations and intangible assets, if any, resulting from
purchase business combinations.  Unallocated Corporate within the
identifiable assets include corporate cash and cash equivalents, short-term
investments, prepaid income tax, corporate fixed assets, deferred bond costs and
other long-term investments, which are not allocated to the business
segments.




Three
      months ended April 30,(In
      thousands)
                                                                                  
                                                                                  2009
                                                                                  
                                                                                  
                                                                                  2008Net
      SalesDirect
      Selling
                                                                                  
                                                                                  $
                                                                                  148,534
                                                                                  
                                                                                  
                                                                                  $
                                                                                  168,663Multi-channel
      Group:Catalog
      & Internet
                                                                                  
                                                                                  
                                                                                  32,436
                                                                                  
                                                                                  
                                                                                  
                                                                                  36,664Wholesale
                                                                                  
                                                                                  
                                                                                  33,754
                                                                                  
                                                                                  
                                                                                  
                                                                                  44,521Subtotal
      Multi-channel Group
                                                                                  
                                                                                  
                                                                                  
                                                                                  66,190
                                                                                  
                                                                                  
                                                                                  
                                                                                  81,185Total
                                                                                  
                                                                                  $
                                                                                  214,724
                                                                                  
                                                                                  
                                                                                  $
                                                                                  249,848Operating
      profit (loss)Direct
      Selling
                                                                                  
                                                                                  $
                                                                                  13,764
                                                                                  
                                                                                  
                                                                                  $
                                                                                  19,778Multi-channel
      Group:Catalog
      & Internet
                                                                                  
                                                                                  
                                                                                  (1,827
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (3,963
                                                                                  )Wholesale
                                                                                  
                                                                                  
                                                                                  (6,151
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (5,854
                                                                                  )Subtotal
      Multi-channel Group
                                                                                  
                                                                                  
                                                                                  (7,978
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (9,817
                                                                                  )5,786
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,961Other
      expense
                                                                                  
                                                                                  
                                                                                  (1,161
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (4,792
                                                                                  )Earnings
      before income taxes
                                                                                  
                                                                                  
                                                                                  $
                                                                                  4,625
                                                                                  
                                                                                  
                                                                                  $
                                                                                  5,169April
      30, 2009
                                                                                  
                                                                                  January
      31, 2009Identifiable
      AssetsDirect
      Selling
                                                                                  
                                                                                  $
                                                                                  283,535
                                                                                  
                                                                                  
                                                                                  $
                                                                                  317,868Multi-channel
      Group:Catalog
      & Internet
                                                                                  
                                                                                  
                                                                                  64,085
                                                                                  
                                                                                  
                                                                                  
                                                                                  66,341Wholesale
                                                                                  
                                                                                  
                                                                                  96,854
                                                                                  
                                                                                  
                                                                                  
                                                                                  103,163Subtotal
      Multi-channel Group
                                                                                  
                                                                                  
                                                                                  160,939
                                                                                  
                                                                                  
                                                                                  
                                                                                  169,504Unallocated
      Corporate
                                                                                  
                                                                                  
                                                                                  106,992
                                                                                  
                                                                                  
                                                                                  
                                                                                  86,731Total
                                                                                  
                                                                                  $
                                                                                  551,466
                                                                                  
                                                                                  
                                                                                  $
                                                                                  574,103





15.           Related
Party Transactions





As
discussed in Note 2 to the Condensed Consolidated Financial Statements, the
acquisition of ViSalus by Blyth involves related parties. ViSalus is currently
owned in part by RAM, which owns a significant noncontrolling interest in
ViSalus.  Robert B. Goergen, Chairman of the Board and Chief Executive
Officer of the Company; Robert B. Goergen, Jr., Vice President of the
Company and President of the Multi-Channel Group; and Todd A. Goergen, son of
Robert B. Goergen and Pamela Goergen (who is also a director of the Company),
and brother of Robert B. Goergen, Jr., own, directly or indirectly,
substantially all of the interests in RAM.  Todd A. Goergen was a
member of the Board of Managers of ViSalus at the time of acquisition. Mr.
Goergen, the Company’s chairman and chief executive officer, beneficially owns
approximately 31% of the Company’s outstanding common stock, and together with
members of his family, owns substantially all of RAM.


20
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BLYTH,
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





16.           Contingencies





In August
2008, a state department of revenue proposed to assess additional corporate
income taxes on the Company for fiscal years 2002, 2003 and 2004 in the net
amount of $34.9 million, which includes interest through August 2008.  In
August 2008, the Company filed a protest of the assessment, which it intends to
contest vigorously.  During fiscal 2008, the Company established a reserve
for this matter that it believes is adequate based on existing facts and
circumstances.  The ultimate resolution of this matter could exceed the
Company’s recorded reserve in the event of an unfavorable outcome of this
matter.  It is reasonably possible that losses in excess of the
Company’s recorded reserve could be incurred; however, the Company cannot
estimate such a loss at this time. The Company is currently in settlement
discussions with the state and believes that the ultimate outcome will not have
a material adverse effect on its financial position, cash flows or results of
operations.





The
Company has contingent liabilities that have arisen in the ordinary course of
its business, including pending litigation.  The Company believes the
outcome of these matters will not have a material adverse affect on its
consolidated financial position, results of operations or cash
flows.








21
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Item
2. MANAGEMENT'SDISCUSSIONAND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Overview





Blyth,
Inc. is a multi-channel company competing primarily in the home fragrance and
decorative accessories industry.  We design, market and distribute an
extensive array of decorative and functional household products including
candles, accessories, seasonal decorations, household convenience items and
personalized gifts, as well as products for the foodservice trade,nutritional supplements
and weight management products. We compete in the global home expressions
industry, and our products can be found throughout North America, Europe and
Australia.  Our financial results are reported in three segments - the
Direct Selling segment, the Catalog & Internet segment and the Wholesale
segment.  These reportable segments are based on similarities in
distribution channels, customers and management oversight.





Today,
annualized net sales are comprised of approximately $650 million in Direct
Selling, approximately $180 million in Catalog & Internet and approximately
$160 million in our Wholesale segment.  Sales and earnings growth
differ in each segment depending on geographic location, market penetration, our
relative market share and product and marketing execution, among other business
factors.





Our
current focus is driving sales growth of our brands so we may more fully
leverage our infrastructure.  New product development continues to be
critical to all three segments of our business.  In the Direct Selling
segment, monthly sales and productivity incentives are designed to attract,
retain and increase the earnings opportunity of independent sales
consultants.  In the Catalog & Internet segment, product,
merchandising and circulation strategy are designed to drive strong sales growth
in newer brands and expand further the sales and customer base of our flagship
brands.  In the Wholesale segment, sales initiatives are targeted to
independent retailers, distributors and national accounts.





At the
end of January 2009, we implemented a 1-for-4 reverse stock split of our
outstanding common stock. The per share amounts within this section have been
adjusted to give effect to the reverse stock split.













































































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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





RESULTS OF OPERATIONS- Three months ended April 30, 2009
versus 2008:





Net
Sales





Net sales
during the three months ended April 30, 2009 decreased $35.1 million, or 14%, to
$214.7 million from $249.8 million in the prior year due to the continued
decline of consumer discretionary spending and the impact of the weak housing
market.





Net Sales
- Direct Selling Segment





Net sales
in the Direct Selling segment for the quarter ended April 30, 2009 decreased
$20.2 million, or 12%, to $148.5 million from $168.7 million in the prior year.
In PartyLite’s European markets, sales decreased approximately 7% in U.S.
dollars, however there was a 7% increase in sales in local currency, due
primarily to an 18% increase in sales in France. Additionally, PartyLite’s U.S.
sales decreased 10% compared to the prior year partially due to a 12% decline in
the number of sales consultants.  PartyLite Canada reported a 16%
decline in sales in local currency, which translated to a 32% decrease as
measured in U.S. dollars. The decrease in revenues within the PartyLite North
American markets is the result of the current global economic climate and the
associated reduction in consumer discretionary spending.





Net Sales
- Catalog & Internet Segment





Net sales
in the Catalog & Internet segment decreased $4.3 million, or 12%, to $32.4
million, from $36.7 million in the same prior year period.  Sales were
down across all brands primarily driven by the reduction in consumer
spending.  Also contributing to the sales decline was a planned 19%
decrease in catalog circulation.





Net Sales
- Wholesale Segment





Net sales in the Wholesale
segment decreased $10.7 million, or 24%, to $33.8 million from $44.5 million in
the same period a year earlier.The decrease in sales is primarily due to
the decline in sales of our home décor, seasonal décor and food service
businesses, which continue to be negatively impacted by the reduced consumer
spending and weak housing market. Additionally, many retailers are limiting
their purchases due to lower consumer spending.





Gross
Profit





Gross profit decreased
$21.6 million, or 15% to $117.8 million from $139.4 million in the prior year
quarter.The decrease in gross profit is principally
attributable to lower sales throughout all segments. Gross profit margin
decreased to 54.9% from 55.8% in the prior year quarter. The decrease in
gross profit margin is due to several factors, namely a concentrated focus on
liquidating excess inventories at reduced margins, selected value-driven product
offerings mainly within the Catalog & Internet segment and lower cost
absorption at our factories as a result of declining sales volumes.





Selling
Expense





Selling
expense decreased $13.3 million, to $85.4 million in the first three months of
fiscal 2010, from $98.7 million in the same period in fiscal 2009. The decrease
in selling expense is primarily due to its variable nature with sales which
decreased 13% versus the prior year quarter. As a percentage of sales, selling
expense was 39.8% in the first three months of fiscal 2010, compared to 39.5% in
the comparable prior year period.





























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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





RESULTS OF OPERATIONS- Three months ended April 30, 2009
versus 2008:(continued)





Administrative
and Other Expense





Administrative
and other expense decreased $4.2 million, or 14%, to $26.6 million in the first
three months of fiscal 2010 from $30.8 million in the same period of fiscal
2009.  This decline was principally due to a $1.9 million gain
realized upon the termination of the Miles Kimball pension plan as well as
administrative cost reductions implemented across all businesses.  As
a percent of sales, administrative expense was 12.4% in the first three months
of fiscal 2010 versus 12.3% in the same period of fiscal 2009.





Operating
Profit (Loss)





Operating
profit decreased $4.2 million to $5.8 million in the first three months of
fiscal 2010, from $10.0 million in the same period of fiscal 2009. The decrease
in operating profit is primarily a result of the impact of decreased sales, and
lower gross margins, partially offset by a reduction in Selling and
Administrative expenses as well as the gain on the termination of the Miles
Kimball pension.





Operating
Profit - Direct Selling Segment





Operating
profit in the Direct Selling segmentfor the first three
months of fiscal 2010 decreased $6.0 million, or 30%, to $13.8 million from
$19.8 million in the same period a year earlier.  The decrease is
primarily due to lower sales within the segment as well as continued spending on
promotional initiatives to increase sales and consultants count.





Operating
Loss - Catalog & Internet Segment





Operating
loss in the quarter ended April 30, 2009 in the Catalog & Internet segment
was $1.8 million compared to $4.0 million in the same period a year
earlier.  This decreased loss largely related to the aforementioned
$1.9 million gain as a result of the termination of the Miles Kimball pension
plan.





Operating
Loss - Wholesale Segment





Operating
loss in the quarter ended April 30, 2009 in the Wholesale segment was $6.2
million versus a loss of $5.9 million the same period a year
earlier.  This increase in the operating loss is primarily a result of
the impact of lower sales throughout all of the Wholesale businesses as well as
reduced gross margins attributable to the liquidation of excess inventories,
partially offset by significant cost reduction activities.





Interest
Expense, Interest Income, and Foreign Exchange and Other





Interest
expense decreased approximately $0.2 million, or 8%, to $2.2 million in the
first three months of fiscal 2010 from $2.4 million in the same prior year
period. This decrease is due to the lower outstanding debt resulting from debt
repurchases in the second half of fiscal 2009 and the first quarter of fiscal
2010.




Interest
income decreased approximately $0.7 million to $0.6 million in the first three
months of fiscal 2010 from $1.3 million in the comparable prior year period due
to lower interest rates.




Income
from Foreign exchange and other was $0.5 million in the quarter ended April 30,
2009, compared to a loss of $3.7 million in the comparable prior year period.
The prior year’s loss includes a $5.2 million write-off of our RedEnvelope, Inc.
investment in April 2008.

















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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





RESULTS OF OPERATIONS- Three months ended April 30, 2009
versus 2008:(continued)





Income
Taxes




Our
effective tax rate for the three months ended April 30, 2009 and 2008 was
48% and 77%, respectively, which resulted in a provision for income taxes of
$2.2 million and $4.0 million, respectively.  The effective tax rate
for the three months ended April 30, 2009 was primarily affected by the tax
impact of the current period accrual of interest on our FIN 48
reserve.  While the higher effective rate in the three months ended
April 30, 2008 was primarily related to a $1.8 million valuation allowance
for the capital loss recorded during the quarter related to the write down of
the RedEnvelope investment. Such expense accounted for 35 percentage points of
the effective rate in the prior year quarter.





Net
Earnings Attributable to Blyth




Net
earnings attributable to Blyth, Inc. increased $1.6 million to $2.8 million in
the first three months of fiscal 2010, from $1.2 million for the same period in
fiscal 2009.  The prior year’s earnings were negatively impacted by
the $5.2 million write-off of our RedEnvelope, Inc. investment in April 2008.
The first three months of fiscal 2010 were negatively impacted by lower sales
and gross profit margin.





Basic and
diluted earnings attributable per Blyth common share includes the effect of the
redeemable noncontrolling interest obligation.  The accretion of
redeemable noncontrolling interest resulted in a reduction of EPS of $0.04. For
the quarter ended April 30, 2009 basic and diluted earnings per Blyth common
share was $0.27, an increase of $0.14 compared to $0.13 for the quarter ended
April 30, 2008.





Liquidity
and Capital Resources





Cash and
cash equivalents decreased $2.7 million to $143.7 million at April 30, 2009 from
$146.4 million at January 31, 2009. This decrease in cash during the first three
months of fiscal 2010 was primarily related to cash used to retire long-term
debt of $12.7 million offset by lower working capital requirements.





Cash
provided by operations was $12.1 million in fiscal 2010, was an improvement of
$33.6 million compared to the use of $21.5 million in the prior year. This is
the result of our aggressive working capital management program initiated in
fiscal 2009 designed to conserve cash.  Our efforts will continue to
focus on cost cutting measures and lower working capital requirements throughout
the Company with the goal to save cash. Additionally, we have and will continue
to consider the timing and level of future dividends and treasury share
repurchases, as well as liquidating long-term investments should the need arise.
These ongoing initiatives will support our ability to fund our working capital
requirements in the foreseeable future from operational cash flows.




On an
annual basis we typically generate positive cash flow from operations due to
favorable gross margins and the variable nature of selling expenses, which
constitute a significant percentage of operating expenses.  Due to the
seasonal nature of our businesses we typically do not have positive cash flow
from operations until our fourth quarter.  However, although Operating
profit decreased $4.2 million to $5.8 million primarily due to lower sales, we
did experience a net source of cash from operations due to the aforementioned
initiatives intended to conserve cash. Included in earnings from continuing
operations were non-cash charges for depreciation and amortization and
amortization of unearned stock-based compensation of $4.2 million and $1.1
million, respectively.




Net
changes in operating assets and liabilities resulted in a source of cash of $5.7
million, compared to a use of cash in the first quarter of fiscal 2009 of $37.4
million. This improvement is a result of our efforts to reduce working capital
needs, specifically a reduction in inventory purchases and liquidation of excess
and obsolete inventory during the first quarter of fiscal 2010. Although we had
positive operating cash flow during the first quarter, our working capital needs
are the highest


25
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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Liquidity and Capital Resources(continued)





in late
summer prior to the start of the holiday season. As noted above, we typically we
do not experience positive cash flow from operations until our fourth quarter,
so this positive first quarter result should not be expected to continue in the
second and third quarters of fiscal 2010.   If demand for our
products falls short of expectations this could result in us maintaining higher
inventory balances than forecasted and could negatively impact our liquidity.
Additionally, the existing credit crisis may negatively impact the ability of
our customers to obtain credit and consequently could negatively impact our
sales and the collection of our receivables. We have taken steps to limit our
exposure to our customers’ credit risk, including adjusting payment terms and
expanding our credit approval procedures within some of our
businesses.





Net cash
provided by investing activities was $6.3 million, compared to $7.7 million in
the first three months of fiscal 2009.  The primary reason for this
decrease is the liquidation of our short-term investments during fiscal 2009
that we no longer hold. Partially offsetting this were $6.6 million received on
the cash settlement of a net investment hedge during March 2009 and a $0.6
million decrease in net capital expenditures for property, plant and
equipment.





We
anticipate total capital spending of approximately $6 million for fiscal 2010 or
approximately $2 million less than fiscal year 2009. We have grown in part
through acquisitions and, as part of this growth strategy, we expect to continue
from time to time in the ordinary course of its business to evaluate and pursue
acquisition opportunities as appropriate.  We believe our financing
needs in the short and long-term can be met from cash generated
internally.





Net cash
used in financing activities was $12.9 million.  This was primarily
due to the reduction of our long-term debt and capital lease obligations. We
expect to have the ability to repay the outstanding $24.7 million of our 7.90%
Senior Notes due in October, 2009 with internally generated cash.





On
October 21, 2008, we acquired a 43.6% interest in ViSalus for $13.0 million and
incurred acquisition costs of $1.0 million for a total cash acquisition cost of
$14.0 million.  We intend to and may be required to purchase
additional interests in ViSalus that will require additional capital resources,
increasing our ownership to 100%. The requirement for additional purchases is
conditioned upon ViSalus meeting certain operating targets in fiscal 2010, 2011
and 2012, subject to a one-time, one-year extension. We have the option to
acquire the remaining interest in ViSalus even if they do not meet these
operating targets.  If ViSalus meets its current projected operating
targets, the total expected redemption value of the noncontrolling interest will
be approximately $19.7 million over fiscal 2011, 2012 and 2013. The purchase
prices of the additional investments are equal to a multiple of ViSalus’s
earnings before interest, taxes, depreciation and amortization, exclusive of
certain extraordinary items. The payment, if any, will be out of existing cash
balances and expected future cash flows from operations.





The
current status of the United States and global credit and equity markets have
made it difficult for many businesses to obtain financing on acceptable
terms.  In addition, equity markets are continuing to experience rapid
and wide fluctuations in value.  If these conditions continue or
worsen, our cost of borrowing may increase and it may be more difficult to
obtain financing for our businesses. In addition, our borrowing costs can be
affected by short and long-term debt ratings assigned by independent rating
agencies.  A decrease in these ratings would likely increase our cost
of borrowing and/or make it more difficult for us to obtain
financing.  Obtaining a new credit facility will more than likely
require higher interest costs and may require our providing security to
guarantee such borrowings.  Alternatively, we may not be able to
obtain unfunded borrowings, which may require us to seek other forms of
financing, such as term debt, at higher interest rates and additional
expense.





In
addition, if the economic conditions continue to worsen, we may be subject to
future impairments of our assets, including accounts receivable, inventories,
property, plant and equipment, investments, goodwill and other intangibles, if
the valuation of these assets or businesses decline.











26
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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Liquidity and Capital Resources(continued)





As of
April 30, 2009, we had a total of $2.0 million available under an uncommitted
facility issued by a bank, to be used for letters of credit through January 31,
2010.  As of April 30, 2009, no letters of credit were outstanding
under this facility.





As of
April 30, 2009 the Company had $2.3 million in standby letters of credit
outstanding that are fully collateralized with a certificate of
deposit.





As of
April 30, 2009, Miles Kimball had approximately $8.1 million of long-term debt
outstanding under a real estate mortgage note payable which matures June 1,
2020.  Under the terms of the note, payments of principal and interest
are required monthly at a fixed interest rate of 7.89%.





As of
April 30, 2009, CBK had $0.1 million of long-term debt outstanding under an
Industrial Revenue Bond (“IRB”), which matures on January 1,
2025.  The bond is backed by an irrevocable letter of credit issued by
a bank.  The loan is collateralized by certain of CBK’s
assets.  The amount outstanding under the IRB bears interest at
short-term floating rates, which equaled a weighted average interest rate of
0.9% at April 30, 2009.  Payments of interest are required monthly
under the terms of the bond.





On
December 13, 2007, our Board of Directors authorized a new stock repurchase
program for 1,500,000 shares, in addition to 3,000,000 shares authorized under
the previous plan. The new stock repurchase program will become effective after
we exhaust the authorized amount under the old repurchase program.  We
have not repurchased any shares during the first three months of fiscal 2010. As
of April 30, 2009, the cumulative total shares purchased under the original
programs was 2,615,570, at a total cost of approximately $224.8
million.  Additionally in fiscal 2005, 1,226,654 shares were
repurchased through a Dutch auction cash tender offer for an aggregate purchase
price of $172.6 million, including fees and expenses.  The acquired
shares are held as common stock in treasury at cost.





On April
7, 2009, we announced that we had declared a cash dividend of $0.10 per share of
common stock.  The dividend authorized at our April 7, 2009 Board of
Directors meeting was payable to shareholders of record as of May 1, 2009, and
was paid on May 15, 2009.  The total payment was $0.9
million.





Critical
Accounting Policies





There
were no changes to our critical accounting policies in the first quarter of
fiscal 2010.  For a discussion of the Company’s critical accounting
policies see our Annual Report on Form 10-K for the fiscal year ended January
31, 2009.





Recent
Accounting Standards





In
addition to the adoption of SFAS No. 141(R), SFAS No. 160 and SFAS No. 161 for
the first quarter of fiscal 2010 we have also adopted the new accounting
standards noted below.





In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2/124-2”). 
FSP FAS 115-2/124-2 requires entities to separate an other-than-temporary
impairment of a debt security into two components when there are credit related
losses associated with the impaired debt security for which management asserts
that it does not have the intent to sell the security, and it is more likely
than not that it will not be required to sell the security before recovery of
its cost basis.  The amount of the other-than-temporary impairment related
to a credit loss is recognized in earnings, and the amount of the
other-than-temporary impairment related to other factors is recorded in
Accumulated other comprehensive income (loss). 
FSP FAS 115-2/124-2 is effective for periods ending after
June 15, 2009,








27
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Item
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF


FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Recent
Accounting Standards(continued)





with
early adoption permitted for periods ending after March 15, 2009.  We
elected to adopt FSP FAS 115-2/124-2 effective for the quarter ended
April 30, 2009.  The application of this guidance did not have any
effect on our consolidated financial condition or results of
operations.





In April
2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume and
Level of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions that are Not Orderly” (“FSP FAS 157-4”).  FSP FAS
157-4 clarifies the approach to, and provides additional factors to consider in,
measuring fair value when there has been a significant decrease in market
activity for an asset or liability and quoted prices are associated with
transactions that are not orderly.  FSP FAS 157-4 is effective for
periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009.  We elected to adopt FSP FAS 157-4
effective April 30, 2009. This adoption did not have an effect on our
consolidated financial condition or results of operations.





In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about
Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”).  FSP
FAS 107-1 and APB 28-1 require disclosures about fair value of financial
instruments in interim and annual financial statements.  FSP FAS 107-1 and
APB 28-1 is effective for periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009.  We elected to
adopt FSP FAS 107-1 and APB 28-1 effective April 30, 2009, and have included
required disclosures in our Notes to Condensed Consolidated Financial
Statements.





On May
28, 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS No. 165”).
SFAS No. 165 was issued in order to establish principles and requirements for
reviewing and reporting subsequent events.  This standard requires
disclosure of the date through which subsequent events are evaluated and whether
the date corresponds with the time at which the financial statements are
available for issue (as defined in this standard) or were issued. This
accounting guidance is effective for the financial periods ending after June 15,
2009, and as such we will adopt for our second quarter of fiscal 2010. We do not
expect the adoption of this standard to have a significant impact on our
financial statements.





Item
3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Market
Risk





We have
operations outside of the United States and sell our products
worldwide.  Our activities expose us to a variety of market risks,
including the effects of changes in interest rates, foreign currency exchange
rates and commodity prices. These financial exposures are actively monitored
and, where considered appropriate, managed by us. We enter into contracts, with
the intention of limiting these risks, with only those counterparties that we
deem to be creditworthy, in order to also mitigate our non-performance
risk.





Interest
Rate Risk





We are
subject to interest rate risk on both variable rate debt and our investments in
auction rate securities.  As of April 30, 2009, the company is subject
to interest rate risk on approximately $0.1 million of variable rate
debt.  A 1-percentage point increase in the interest rate would not
have a material impact.  As of April 30, 2009, we held $15.0 million
of auction rate securities, at par value.  A 1-percentage point
decrease in the rate of return would impact pre-tax earnings by approximately
$0.2 million if applied to the total.




















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Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Investment
Risk





We are
subject to investment risks on our marketable securities due to market
volatility.  As of April 30, 2009 we held $20.6 million in equity and
debt instruments which have been adjusted to fair value based on current market
data.





Foreign
Currency Risk





We use
foreign exchange forward contracts to hedge the impact of foreign currency
fluctuations on foreign denominated inventory purchases, intercompany payables
and certain foreign denominated loans. We do not hold or issue derivative
financial instruments for trading purposes.  We have, in the past,
hedged the net assets of certain of our foreign operations through foreign
currency forward contracts. The net after-tax gain related to the derivative net
investment hedges in Accumulated other comprehensive income (“AOCI”) as of April
30, 2009 was $5.2 million.





We have
designated our forward exchange contracts on forecasted intercompany purchases
and future purchase commitments as cash flow hedges and, as such, as long as the
hedge remains effective and the underlying transaction remains probable, the
effective portion of the changes in the fair value of these contracts will be
recorded in AOCI until earnings are affected by the variability of the cash
flows being hedged.  With regard to commitments for inventory
purchases, upon payment of each commitment, the underlying forward contract is
closed and the corresponding gain or loss is transferred from AOCI and is
included in the measurement of the cost of the acquired asset.  If a
hedging instrument is sold or terminated prior to maturity, gains and losses are
deferred in AOCI until the hedged item is settled.  However, if the
hedged item is no longer likely to occur, the resultant gain or loss on the
terminated hedge is recognized into earnings immediately.  The net
after-tax loss included in accumulated AOCI at April 30, 2009 is $0.1 million
and is expected to be transferred into earnings within the next twelve months
upon payment of the underlying commitment.





We have
designated our foreign currency forward contracts related to certain foreign
denominated loans and intercompany payables as fair value hedges.  The
gains or losses on the fair value hedges are recognized into earnings and
generally offset the transaction gains or losses in the foreign denominated
loans that they are intended to hedge.





For
consolidated financial statement presentation, net cash flows from such hedges
are classified in the categories of the Condensed Consolidated Statement of Cash
Flows with the items being hedged.





The
following table provides information about our foreign exchange forward
contracts accounted for as cash flow hedges as of April 30, 2009:




U.S.
      Dollar
                                                                    
                                                                    
                                                                    Average
                                                                    
                                                                    
                                                                    Unrealized(In
      thousands, except average contract rate)
                                                                    
                                                                    Notional
      Amount
                                                                    
                                                                    
                                                                    Contract
      Rate
                                                                    
                                                                    
                                                                    Gain
      (Loss)Canadian
      Dollar
                                                                    
                                                                    $
                                                                    8,100
                                                                    
                                                                    
                                                                    
                                                                    0.80
                                                                    
                                                                    
                                                                    $
                                                                    (399
                                                                    )Euro
                                                                    
                                                                    
                                                                    15,200
                                                                    
                                                                    
                                                                    
                                                                    1.35
                                                                    
                                                                    
                                                                    
                                                                    191$
                                                                    23,300
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    $
                                                                    (208
                                                                    )





The
foreign exchange contracts outstanding have maturity dates through February
2010.











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Item
4. CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures.




Our
management, with the participation of our principal executive officer and our
principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Securities Exchange Act of 1934
(“Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of the end of the period
covered by this quarterly report as required by paragraph (b) of Exchange Act
Rules 13a-15 or 15d-15.  Based upon this evaluation, our principal
executive officer and our principal financial officer have concluded that our
disclosure controls and procedures are effective as of April 30, 2009 with the
exception of the material weakness noted in our January 31, 2009 Form 10-K,
detailed below.




(b)
Changes in internal control over financial reporting.




There have been no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during the first quarter of fiscal 2010 that has materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting, with the exception of the remediation plan related to the
financial reporting for income taxes as noted below.




Ineffective Controls Over Financial
Reporting Related to Income Taxes





We are in
the process of remediating our material weakness in internal controls over the
financial reporting for income taxes. In connection with our remediation process
we took the following actions during the first three months of fiscal
2010.





•
            
            Hired
      personnel and allocated sufficient resources to assist with the
      preparation and review of the tax provision process;•
            
            Reduced
      our external advisors role in the preparation of our tax provision by
      transitioning the provision work to our own personnel;•
            
            Improved
      documentation and analysis and established a more formalized review
      of  the tax provision and deferred tax balances with senior
      management, financial reporting personnel and external advisors to ensure
      an appropriate level of review, analysis and accounting treatment of all
      tax balances;•
            
            Use
      of a tax accounting software to analyze and review our tax provision –
      this software will be fully implemented as part of our third quarter,
      fiscal 2010 tax provision process.





Management feels that our actions to
date are in line with our remediating the material weakness before the end of
fiscal 2010.























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Part II.OTHER
INFORMATION





Item
1.    Legal Proceedings





None.





Item
1A. Risk Factors





There
have been no changes to the risks described in the Company’s Annual Report on
Form 10-K for the fiscal year ended January 31, 2009.


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Part II.  OTHER INFORMATION(continued)





Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds





The
following table sets forth certain information concerning the repurchase of the
Company’s Common Stock made by the Company during the first quarter of the
fiscal year ending January 31, 2010.





ISSUER
PURCHASES OF EQUITY SECURITIES1





Period
                                    
                                    (a) Total Number of Shares
      Purchased2
                                    
                                    
                                    (b)
      Average Price Paid per Share
                                    
                                    
                                    (c)
      Total Number of Shares Purchased as Part of Publicly Announced Plans or
      Programs
                                    
                                    
                                    (d)
      Maximum of Shares that May Yet Be Purchased Under the Plans or
      ProgramsFebruary
      1, 2009 –February
      28, 2009
                                    
                                    
                                    0
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    1,884,430March
      1, 2009 –March
      31, 2009
                                    
                                    
                                    0
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    1,884,430April
      1, 2009 –April
      30, 2009
                                    
                                    
                                    0
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    1,884,430Total
                                    
                                    
                                    0
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    1,884,430





1 On
September 10, 1998, our Board of Directors approved a share repurchase program
pursuant to which we were originally authorized to repurchase up to 250,000
shares of Common Stock in open market transactions. From June 1999 to June
2006, the Board of Directors increased the authorization under this repurchase
program, five times (on June 8, 1999 to increase the authorization by 250,000
shares to 500,000 shares; on March 30, 2000 to increase the authorization by
250,000 shares to 750,000 shares; on December 14, 2000 to increase the
authorization by 250,000 shares to 1.0 million shares; on April 4, 2002 to
increase the authorization by 500,000 shares to 1.5 million shares; and on June
7, 2006 to increase the authorization by 1.5 million shares to 3.0 million
shares). On December 13, 2007, the Board of Directors authorized a new
repurchase program, for 1.5 million shares, which will become effective after we
exhaust the authorized amount under the old repurchase program.  As of
April 30, 2009, we have purchased a total of 2,615,570 shares of Common Stock
under the old repurchase program.  The repurchase programs do not have
expiration dates.  We intend to make further purchases under the repurchase
programs from time to time. The amounts set forth in this paragraph have been
adjusted to give effect to the reverse stock split.





2 This
does not include the 3,792 shares that we withheld in order to satisfy employee
withholding taxes upon the distribution of vested restricted stock
units.





Item
3.    Defaults upon Senior Securities





None





Item
4.    Submission of Matters to a Vote of Security
Holders





None





Item
5.    Other Information





None


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Part II.  OTHER INFORMATION (continued)





Item 6.    Exhibits





Exhibits







31.1
            Certification
      of Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) under
      the Securities Exchange Act of
1934.




31.2
            Certification
      of Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)
      under the Securities Exchange Act of
1934.




32.1
            Certification
      of Chairman and Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





32.2
            Certification
      of Vice President and Chief Financial Officer pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.











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SIGNATURES





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








BLYTH, INC.











Date:                      June
8,
2009                                                                By:/s/Robert B.
Goergen


Robert B. Goergen


Chairman and Chief Executive
Officer














Date:                      June
8,
2009                                                                By:/s/Robert H.
Barghaus


Robert H. Barghaus


Vice President and Chief Financial
Officer

















34