**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

**FORM 10-K/A**

**(Amendment No. 1)**

** **

(Mark One)

| **x**                                            |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE****SECURITIES EXCHANGE ACT OF 1934**     |
|--------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------|
| For the fiscal year ended  January 31, 2007 |
| or                                               |
| **o**                                            |   | **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 Registrantas Specified in Its Charter)

| **Delaware**                             |   | **36-2984916**      |
|------------------------------------------|--------|---------------------|
| (State or Other Jurisdiction of          |   | (I.R.S. Employer    |
| Incorporation or Organization)           |   | Identification No.) |
| **One East Weaver Street**               |   | ** **          |
| **Greenwich, Connecticut**               |   | **06831**           |
| (Address of Principal Executive Offices) |   | (Zip Code)          |

 

Registrant’stelephone number, including area code: (203) 661-1926

Securitiesregistered pursuant to Section 12(b) of the Act:

|                                         |   | **Name of each exchange** |
|-----------------------------------------|--------|---------------------------|
| **Title of each class**                 |   | **on which registered**   |
| Common Stock, par value $0.02 per share |   | New York Stock Exchange   |

** **

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

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes   o   No   x

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes   o   No   x

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.   Yes   x   No   o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment tothis Form 10-K.   o

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

| Large accelerated filer** **o | Accelerated filer** ****x** | Non-accelerated filer** **o |
|------------------------------------|----------------------------------|----------------------------------|

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes** **o   No** **x

The aggregate marketvalue of the voting common equity held by non-affiliates of the registrant wasapproximately $463.8 million based on the closing price of the registrant’sCommon Stock on the New York Stock Exchange on July 31, 2006 and based onthe assumption, for purposes of this computation only, that all of theregistrant’s directors and executive officers are affiliates.

As of March 31,2007, there were 39,301,262 outstanding shares of Common Stock.

**DOCUMENTSINCORPORATED BY REFERENCE**

Portions of the 2007 Proxy Statement for the AnnualMeeting of Shareholders to be held on June 6,2007 (Incorporated into Part III).

 

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**EXPLANATORY NOTE**

**This AmendmentNo. 1 to our annual report on Form 10-K for the fiscal year endedJanuary 31, 2007 is being filed in order to correct the number ofindependent sales consultants located in the United States who were selling PartyLiteproducts at January 31, 2007. The corrected number is “over 26,000”, not“over 46,000”, which amount represented the worldwide number atJanuary 31, 2007.**

**PART I**

**Item 1.**                        Business

**(a)**   GeneralDevelopment of Business

Blyth, Inc. (togetherwith its subsidiaries, the “Company,” which may be referred to as “we,” “us” or“our”) is a Home Expressions company competing primarily in the home fragranceand decorative accessories industry. The Company designs, markets anddistributes an extensive array of candles, decorative accessories, seasonaldecorations and household convenience items, as well as tabletop lighting,accessories and chafing fuel for the Away From Home or foodservice trade. TheCompany’s sales and operations take place primarily in the United States,Canada and Europe, with additional activity in Mexico, Australia and the FarEast.

**Recent Developments**

In September 2005, we announced our proposedintention to spin off the Wholesale segment to our stockholders. We requestedand received from the Internal Revenue Service a ruling on the tax-free statusfor the transaction. In March 2006, we announced our intention to evaluateadditional strategic opportunities that had been identified since theannouncement of the spin off, which would likely focus on one or more of ourEuropean Wholesale businesses. In fiscal 2007, we sold all of our EuropeanWholesale businesses.

During the third quarterof fiscal 2007, we began the restructuring of our North American mass channelhome fragrance business with the announcement that we will be closing ourTijuana, Mexico manufacturing facility. In addition, in fiscal 2007, wecommenced the elimination of less profitable customers and streamlining of theStock Keeping Unit (“SKU”) base of the mass business.

**Additional Information**

Additional information isavailable on our website, www.blyth.com. Our annual reports on Form 10-K,quarterly reports on Form 10-Q, current reports on Form 8-Kand any amendments thereto filed or furnished pursuant to the SecuritiesExchange Act of 1934 are available on our website free of charge as soon asreasonably practicable following submission to the SEC. Also available on ourwebsite are our Corporate Governance Guidelines, Code of Conduct, and thecharters for the Audit Committee, Compensation Committee, and Nominating andCorporate Governance Committee, each of which is available in print to anyshareholder who makes a request to Blyth, Inc., One East Weaver Street,Greenwich, CT 06831, Attention: Secretary. The information posted towww.blyth.com, however, is not incorporated herein by reference and is not apart of this Annual Report on Form 10-K.

**(b)**   FinancialInformation about Segments

We report our financialresults in three business segments: the Direct Selling segment, the Catalog &Internet segment and the Wholesale segment. These segments accounted forapproximately 57%, 16% and 27% of consolidated net sales, respectively, forfiscal 2007. Financial information relating to these business segments forfiscal 2005, 2006 and 2007 appears in Note 18 of the consolidated financialstatements and is incorporated herein by reference.

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**(c)**   NarrativeDescription of Business

In fiscal 2007, there wasa change in our senior management structure with the departure of the Presidentof the Wholesale segment. Robert B. Goergen, Jr., the President of theCatalog & Internet segment, assumed responsibility for the Wholesalesegment in addition to his other responsibilities. We refer to this newreporting structure as the Multi-channel Group. For segment reporting purposes,we continue to report individual segment operating results for the Direct Selling,Catalog & Internet and Wholesale segments.

**Direct SellingSegment**

In fiscal 2007, the Direct Selling segment representedapproximately 57% of total sales. Our principal Direct Selling business isPartyLite. PartyLiteâ brandproducts are marketed in North America, Europe and Australia through a networkof independent sales consultants using the party plan method of direct selling.These products include fragranced and non-fragranced candles, bath products anda broad range of related accessories.

In fiscal 2006, theCompany acquired a party plan company called Two Sisters Gourmet, which isfocused on gourmet food. Two Sisters Gourmet represents substantially less than1% of total sales of the Direct Selling segment. In fiscal 2007, the Companyceased operations of Purple Tree, which was focused on the craft industry. Inthe future, the Company may pursue other direct selling business opportunities.

***United States Market***

Within the United Statesmarket, PartyLiteâ brand products are sold directly to consumersthrough a network of independent sales consultants. These consultants arecompensated on the basis of PartyLite product sales at parties organized bythem and parties organized by consultants recruited by them. Over 26,000independent sales consultants located in the United States were sellingPartyLite products at January 31, 2007. PartyLite products are designed,packaged and priced in accordance with their premium quality, exclusivity andthe distribution channel through which they are sold.

***International Market***

**In fiscal 2007, PartyLite productswere sold internationally by more than 20,000 independent sales consultantslocated outside the United States. These consultants were the exclusivedistributors of PartyLite products internationally. The following werePartyLite’s international markets during fiscal 2007: Australia, Austria,Canada, Denmark, Finland, France, Germany, Ireland, Mexico, Switzerland and theUnited Kingdom.**

We support our independentsales consultants with inventory management and control and satisfy deliveryrequirements through on-line ordering, which is available to all independentsales consultants in the United States and Canada, as well as in most ofEurope.

**Catalog &Internet Segment**

In fiscal 2007, thissegment represented approximately 16% of total sales. We design, market anddistribute a wide range of household convenience items, personalized gifts,coffee and tea, and photo storage products within this segment. These productsare sold through the catalog and Internet distribution channel under brandnames that include Boca Javaä,Easy Comfortsä, Exposuresâ,Home Marketplaceâ,Miles Kimballâ and Walter Drakeâ.

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**Wholesale Segment**

In fiscal 2007, this segment represented approximately27% of total sales. Products within this segment include candles and other homefragrance products, a broad range of candle-related accessories, seasonaldecorations, and home décor products such as picture frames, lamps and textiles.In addition, chafing fuel and tabletop lighting products and accessories forthe Away From Home or foodservice trade are sold in this segment. Our wholesaleproducts are designed, packaged and priced to satisfy the varying demands ofretailers and consumers within each distribution channel.

Products sold in theWholesale segment in the United States are marketed through the premium andmass consumer wholesale channels and sold to independent gift shops, specialtychains, department stores, food and drug outlets, mass retailers, hotels,restaurants and independent foodservice distributors through independent salesrepresentatives, our key account managers and our sales managers. Our salesforce supports our customers with product catalogs and samples, merchandisingprograms and selective fixtures. Our sales force also receives training on themarketing and proper use of our products.

**Product Brand Names**

The key brand names under which our Direct Sellingsegment products are sold are:

PartyLiteâWell Being by PartyLiteäTwo Sisters Gourmetâ

The key brand names under which our Catalog &Internet segment products are sold are:

Boca JavaäEasy ComfortsäExposuresâHome MarketplaceâMiles KimballâWalter Drakeâ

The key brand namesunder which our Wholesale segment products are sold are:
| Ambriaâ  Carolinaâ  CBKâ  Colonial Candleâ  Colonial Candle of Cape Codâ |   | Colonial at HOMEâ  Florasenseâ  HandyFuelâ  Seasons of Cannon Fallsâ  Sternoâ |
|---------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|

 

**New ProductDevelopment**

Concepts for new productsand product line extensions are directed to the marketing departments of ourbusiness units from within all areas of the Company, as well as from ourindependent sales consultants and worldwide product manufacturing partners. Thenew product development process may include technical research, consumer marketresearch, fragrance studies, comparative analyses, the formulation ofengineering specifications, feasibility studies, safety assessments, testingand evaluation.

**Manufacturing,Sourcing and Distribution**

In all of our business segments, managementcontinuously works to increase value and lower costs through increasedefficiency in worldwide production, sourcing and distribution practices, theapplication of new technologies and process control systems, and consolidationand rationalization of equipment and 

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facilities. Capitalexpenditures over the past five years have totaled $92.2 million and aretargeted to technological advancements or capital investments with shortpayback time frames. We have also closed several facilities and written downthe values of certain machinery and equipment in recent years in response tochanging market conditions.

We manufacture most of ourcandles using highly automated processes and technologies, as well as certainhand crafting and finishing, and source nearly all of our other products,primarily from independent manufacturers in the Pacific Rim, Europe and Mexico.Many of our products are manufactured by others based on our designspecifications, making our global supply chain approach critically important tonew product development, quality control and cost management. We have alsobuilt a network of stand-alone highly automated distribution facilities in ourcore markets.

**TechnologicalAdvancements**

We continue to see thebenefit of our substantial investment in technological initiatives,particularly Internet-based ordering technology. An Internet-based order-entryand business management system is available to all PartyLite independent salesconsultants in the United States, Canada and most of Europe. By fiscal 2007year-end, show orders placed via the PartyLite extranet had increased to over90% of total show orders in North America and over 70% of total show orders inEurope. The extranet’s automated features eliminate errors common onhand-written paper forms and speed orders through processing and distribution,improving customer service. Furthermore, by easing the administrative workloadand providing tools with which to track sales and programs, the extranet hashelped PartyLite independent sales consultants build their businesses moreefficiently. The improved accuracy of the automated system also results inadministrative savings for the Company.

**Customers**

Customers in the DirectSelling segment are individual consumers served by independent sales consultants.Sales within the Catalog & Internet segment are also made directly toconsumers. Wholesale segment customers include independent gift and departmentstores, garden centers, mass merchandisers, food and drug stores, specialtychains, foodservice distributors, hotels and restaurants. No single customeraccounts for 10% or more of sales.

**Competition**

All of our businesssegments are highly competitive, both in terms of pricing and new productintroductions. The worldwide market for Home Expressions products is highlyfragmented with numerous suppliers serving one or more of the distributionchannels served by the Company. In addition, we compete for direct sellingconsultants with other direct selling companies. Because there are relativelylow barriers to entry in all of our business segments, we may face increasedcompetition from other companies, some of which may have substantially greaterfinancial or other resources than those available to us. Competition includescompanies selling candles manufactured at low cost outside of the United States.Moreover, certain competitors focus on a single geographic or product marketand attempt to gain or maintain market share solely on the basis of price.

**Employees**

As of January 31,2007, we had approximately 4,000 full-time employees, of whom approximately 12%were based outside of the United States. Approximately 75% of our employees arenon-salaried. We do not have any unionized employees. We believe that relationswith our employees are good. Since our formation in 1977, we have neverexperienced a work stoppage.

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**Raw Materials**

All of the raw materialsused for our candles, home fragrance products and chafing fuel, principallypetroleum-based wax, fragrance, glass containers and corrugate, havehistorically been available in adequate supply from multiple sources. In fiscal2007, substantial cost increases for certain raw materials, such as paraffin,dyethelene glycol (DEG) and ethanol, as well as aluminum and paper, negativelyimpacted profitability of certain products in all three segments.

**Seasonality**

Our business is highlyseasonal, and our net sales are strongest in the third and fourth fiscalquarters due to increased shipments to meet year-end holiday season demand forour products.

**Trademarks andPatents**

We own and have pendingnumerous trademark and patent registrations and applications in the UnitedStates Patent and Trademark Office related to our products. We also registercertain trademarks and patents in other countries. While we regard thesetrademarks and patents as valuable assets to our business, we are not dependenton any single trademark or patent or group thereof.

**Environmental LawCompliance**

Mostof the our manufacturing, distribution and research operations are affected byfederal, state, local and international environmental laws relating to the dischargeof materials or otherwise to the protection of the environment. We have madeand intend to continue to make expenditures necessary to comply with applicableenvironmental laws, and do not believe that such expenditures will have amaterial effect on our capital expenditures, earnings or competitive position.

**(d)**   FinancialInformation about Geographic Areas

**For information on net sales fromexternal customers attributed to the United States and foreign countries and onlong-lived assets located in the United States and outside the United States,see Note 18 to the Consolidated Financial Statements**.

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**PART IV**

**Item 15.**                 Exhibitsand Financial Statement Schedules

(a)(3).                 *Exhibits*
| Exhibit No. | ** ** | **Description of Exhibit** |
|------------------|------------|----------------------------|
|             | 31.1       |                       |   | Section 302  Certification of Chairman and Chief Executive Officer |
|             | 31.2       |                       |   | Section 302  Certification of Vice President and Chief Financial Officer |
|             | 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**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.
| Date:  May 17, 2007 | BLYTH, INC. |
|--------------------------|-------------|
|                     |        |   |
|                     |        |   |
|                     | By:         | /s/ ROBERT B.  GOERGEN |
|                     |        | Name: Robert B. Goergen |
|                     |        | Title: Chairman and Chief Executive Officer |

 

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