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 1934

For the quarterly period ended July 31, 2008

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 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

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.

35,563,940 Common Shares as of August 31, 2008

Table of Contents

BLYTH, INC.

INDEX

						Page

Part I.		Financial Information

Item 1.			Financial Statements (Unaudited):

					Condensed Consolidated Balance Sheets	3

					Condensed Consolidated Statements of Earnings	4-5

					Condensed Consolidated Statements of Stockholders’ Equity	6

					Condensed Consolidated Statements of Cash Flows	7

					Notes to Condensed Consolidated Financial Statements	8-20

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			21-27

Item 3.			Quantitative and Qualitative Disclosures About Market Risk			28-29

Item 4.			Controls and Procedures			30

Part II.	Other Information

Item 1.				Legal Proceedings		31

Item 1A.				Risk Factors		31

Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds		32

Item 3.				Defaults upon Senior Securities		32

Item 4.				Submission of Matters to a Vote of Security Holders		33

Item 5.				Other Information		33

Item 6.				Exhibits		34

Signatures						35

Table of Contents

Part I. FINANCIAL INFORMATION

Item I. FINANCIAL STATEMENTS

BLYTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31,			January 31,
(In thousands, except share and per share data)	2008			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	106,166		$	163,021
Short-term investments	11,034			30,375
Accounts receivable, less allowance for doubtful receivables of $2,449 and $2,006 respectively	54,036			35,054
Inventories	170,040			132,585
Prepaid and other	31,611			31,968
Deferred income taxes	35,374			36,841
Total current assets	408,261			429,844
Property, plant and equipment, at cost:
Less accumulated depreciation of $222,218 and $214,874, respectively	137,576			140,021
Other assets:
Investments	21,720			22,315
Goodwill	31,854			31,854
Other intangible assets, net of accumulated amortization of $10,000 and $9,250, respectively	30,750			31,500
Deposits and other assets	14,717			11,888
Total other assets	99,041			97,557
Total assets	$	644,878		$	667,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank lines of credit	$	20,000		$	—
Current maturities of long-term debt	846			928
Accounts payable	47,807			55,167
Accrued expenses	64,985			78,045
Income taxes payable	5,508			10,926
Total current liabilities	139,146			145,066
Deferred income taxes	32,572			29,563
Long-term debt, less current maturities	151,806			157,887
Other liabilities	33,390			35,838
Commitments and contingencies	—			—
Stockholders’ equity:
Preferred stock - authorized 10,000,000 shares of $0.01 par value; no shares issued	—			—
Common stock - authorized 100,000,000 shares of $0.02 par value; issued 50,932,836 shares and 50,922,460 shares, respectively	1,019			1,018
Additional contributed capital	139,978			138,163
Retained earnings	516,699			522,328
Accumulated other comprehensive income	29,246			25,444
Treasury stock, at cost, 15,368,896 shares and 14,557,351 shares, respectively	(398,978		)	(387,885		)
Total stockholders’ equity	287,964			299,068
Total liabilities and stockholders’ equity	$	644,878		$	667,422

The accompanying notes are an integral part of these financial statements.

Table of Contents

BLYTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

Six months ended July 31 (In thousands, except per share data)	2008		2007
Net sales	$	486,634	$	505,238
Cost of goods sold	219,196		242,164
Gross profit	267,438		263,074
Selling	186,365		172,645
Administrative and other	63,048		66,103
Total operating expense	249,413		238,748

For the quarterly period ended July 31, 2008

One East Weaver Street, Greenwich, Connecticut 06831

(Address of principal executive offices) (Zip Code)

INDEX

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28-29

Part II.

Other Information