What changed in this filing

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Item 1. Business

2022-11-22 compared with 2021-11-23 · 178 added, 177 removed, 228 unchanged (61% of the section changed)

Central Garden & Pet Company (“Central”) is a market leader in the garden and pet industries in the United States.

For over 40 years, Central has proudly nurtured happy and healthy homes by bringing innovative and trusted solutions to consumers and its customers.

For over 40 years, Central has proudly nurtured happy and healthy homes by bringing innovative and trusted solutions to consumers and customers.

We manage our operations through two reportable segments:

Pet and Garden.

Our pet segment includes dog and cat supplies such as dog treats and chews, toys, pet beds and grooming products, waste management and training pads, pet containment, supplies for aquatics, small animals, reptiles and pet birds including toys, cages and habitats, bedding, food and supplements, products for equine and livestock, animal and household health and insect control products, live fish and small animals as well as outdoor cushions.

Our Pet segment includes dog and cat supplies such as dog treats and chews, toys, pet beds and grooming products, waste management and training pads, pet containment;

supplies for aquatics, small animals, reptiles and pet birds including toys, cages and habitats, bedding, food and supplements;

products for equine and livestock, animal and household health and insect control products;

live fish and small animals as well as outdoor cushions.

These products are sold under brands such as Aqueon ® , Cadet ® , Comfort Zone ® , Farnam ® , Four Paws ® , K&H Pet Products ® ("K&H"), Kaytee®, Nylabone ® and Zilla ® .

Our garden segment includes lawn and garden consumables such as grass, vegetable, flower and herb seed, wild bird feed, bird houses and other birding accessories, weed, grass, and other herbicides, insecticide and pesticide products, fertilizers and live plants.

Our Garden segment includes lawn and garden consumables such as grass seed, vegetable, flower and herb packet seed;

wild bird feed, bird houses and other birding accessories;

weed, grass, and other herbicides, insecticide and pesticide products;

fertilizers and live plants.

These products are sold under brands such as Amdro ® , Ferry-Morse ® , Pennington ® and Sevin ® .

The following table indicates each class of similar products that represented approximately 10% or more of our consolidated net sales in the fiscal years presented (in millions) and the percentage of net sales represented by each class in fiscal 2021 .

Category 2021 2020 2019

Other pet products $ 767.0 $ 821.1 $ 688.3

Other garden products 876.6 491.7 485.9

Other manufacturers' products 749.1 600.7 504.5

Dog & cat products 570.9 502.1 452.1

Wild bird 340.1 — (1) — (1)

Controls & fertilizer products — (1) 279.9 252.2

Total $ 3,303.7 $ 2,695.5 $ 2,383.0

(1) The product category was less than 10% of our consolidated net sales in the period.

The following charts indicate each class of similar products that represented approximately 10% or more of our consolidated net sales and the percentage of net sales represented by each segment in fiscal 2022.

Our Central to Home strategy reinforces our unique purpose to nurture happy and healthy homes and our ambition to lead the future of the pet and garden industries.

Our objective is to grow net sales, operating income and cash flows by developing new products, increasing market share, acquiring businesses and working in partnership with our customers to grow the categories in which we participate.

We run our business with a long-term perspective, and we believe the successful delivery of our strategy will enable us to create long-term value for all our stakeholders.

To achieve our objective, we plan to capitalize on our competitive strengths and favorable industry trends by executing on five key strategic pillars to drive long-term growth:

Build and Grow Brands that Consumers Love

To grow, we are seeking to develop more differentiated new produ cts and reinvest some of our annual cost savings in brand building and demand creation to help us drive sustainable organic growth and build market share.

We continuously strive to get a deeper understanding of our consumers, including what products and features they desire and how they make their purchasing decisions.

We are investing in consumer insights, data analytics and research and development to achieve our innovation goals with a strong pipeline of new products.

We recognize that consumers are increasingly researching, as well as buying products online.

Therefore, we are advancing our digital capabilities.

One key area is in marketing communication where we are working to better reach consumers at key points in their path to purchase with advanced capabilities in precision marketing, search engine optimization and social listening, to name a few.

We are seeing promising early marketing campaign results driving accelerated growth and share gains across several brands, including our Pennington "Smart from The Start" and Kaytee "All for the Small" campaigns.

Win with Winning Customers and Channels

We are building on our strong customer relationships by developing and executing winning category growth strategies.

We produce both branded and private label products for our customers as well as distribute third-party brands that give our retail partners a breadth of selection from premium to value products.

Recent trends have shown that eCommerce channels, including pure-play, omnichannel and direct-to-consumer, are the preferred solutions for today's convenience-oriented consumers.

To address the changing consumer landscape, we are building out our digital and eCommerce capabilities while also ensuring we have the right policies, products and programs to allow all channels to compete effectively.

Concurrently, we are optimizing our supply chain for high-demand eCommerce items to ensure customer and consumer availability requirements are met at optimal cost.

Finally, we are also investing in sales planning, net revenue management and price pack architecture.

Fortify the Central Portfolio

We are managing each business differentially, based on clearly articulated strategies that define the role of each business within our portfolio.

We have assessed the profitability and growth potential of each of our businesses.

All businesses have clear roles in the portfolio and a strategy that is consistent with that role.

Some of our businesses are managed to optimize top-line growth, whereas others are more focused on reducing costs and maximizing operating income.

We are building out our portfolio in attractive, broadly defined pet and garden markets.

We are supplementing our organic growth with acquisitions and joint ventures.

Our M&A priorities are to build scale in our core pet and garden categories, enter priority adjacencies and enhance key capabilities, for example in digital and eCommerce.

We generally seek growth and margin accretive, brand-focused companies with talented management teams.

We are also committed to divesting businesses where we cannot find a path to profitability and have done so in the past, for example the disposal of our dog and cat food business in 2020.

Central Ventures, our venture fund which we established in 2020, further supports our M&A strategy.

Our objective is to partner with leading entrepreneurs and innovators in the garden and pet industries and leverage our experience and capabilities to accelerate growth.

The fund is primarily focused on three emerging growth areas across the pet and garden industries:

sustainability, health and wellness, and digitally connected products and services.

Grounded in our purpose to nurture happy and healthy homes, we are working towards a more sustainable future for all.

We believe we have not only the opportunity but also the responsibility to make a difference and drive positive change.

Our Central Impact Strategy - focused on protecting our planet, cultivating our communities and empowering our employees - is our commitment and approach to sustainability.

Reduce Cost to Improve Margins and Fuel Growth

Optimizing our supply chain footprint is a priority as we seek to become more efficient and cost-effective.

Having the right facilities in the right locations is critical to lowering costs and enabling our businesses to meet the demands of our existing and new customers.

We have already consolidated some of our dog and cat treat and toy businesses and numerous garden manufacturing facilities.

We recently combined our outdoor cushion business with our pet bedding business given the synergies in sourcing, manufacturing and innovation.

In addition, while we value being a business-unit led company, we believe we have significant opportunities to improve our performance by driving processes and programs that allow us to align for scale and share best practices across our business units.

For example, we’ve simplified our portfolio by eliminating thousands of SKUs, shifted some of our wild bird and garden controls production from co-manufacturers to our own plants and invested in automation in many of our businesses.

Strengthen Our Entrepreneurial Business-Unit Led Growth Culture

Our values, created by leaders across the Company, are the cornerstone of our culture, and they are at the root of every decision we make – we call them “The Central Way.” We believe having a strong set of values provides a foundation for employees and strengthens how we all work together.

They comprise six simple values:

“We do the right thing.” ”We strive to be the best.” “We are entrepreneurial.” “We win together.” “We grow every day.” and “We are passionate."

We believe our employees work at Central because they love the pet and garden categories and that creates a passionate and effective team.

We strive to make Central a great place to work that embraces diversity and inclusion.

In fiscal 2020, we implemented a diversity and inclusion council and introduced our diversity and inclusion strategy, which reflects our dedication to making meaningful progress in the areas where we can have the most impact including recruiting, employee education, mentorship and leadership development.

Over the course of the past year, we formalized our mentorship program, designed for mid- to senior-level leaders, with a focus on women and people of color who have a desire to build their career and leadership skills.

The intent is to develop strong and diverse talent in our future leaders, while fostering cross-level relationships.

In 2022, our 150 top leaders from across all business units and functions came together for the first Central Leadership Council Summit.

Over the course of the Summit, we reaffirmed our conviction and ownership of our Central to Home strategy, shared best practices, celebrated accomplishments, and strengthened our winning culture.

Competitive Strengths

We believe we have a number of competitive strengths, which serve as the foundation of our business strategy, including the following:

Leading Brand Portfolio Across Key Garden and Pet Segments

We believe we have a number of competitive strengths, which serve as the foundation of our Central to Home strategy, including the following:

Broad Portfolio of Leading Brands Across Key Garden and Pet Segments

We are one of the leaders in the U.S.

pet supplies market and the lawn and garden consumables market.

We have a diversified portfolio of brands in both segments, many of which are among the leading brands in their respective market categories, ranging from Kaytee in pet bird and small animal, Nylabone in dog toys, Pennington in wild bird, grass seed and fertilizer, Ferry-Morse in seeds and seed starter packages to controls with our Amdro and Sevin brands.

We have a diversified portfolio of brands in both segments, many of which are among the leading brands in their respective market categories, ranging from Kaytee in pet bird and small animal, Nylabone in dog toys, Cadet in dog treats and chews, Four Paws in waste management and grooming, K&H in heated pet products, Aqueon in aquatics and Farnam in equine to Pennington in wild bird products, grass seed and fertilizer, Ferry-Morse in packet seed and Amdro in controls.

The majority of our brands have been marketed and sold for more than 40 years.

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Operating income grew slightly faster over the same period, 10.8% on a GAAP basis annually.

We have a strong cash and liquidity position driven by a combination of capital raises and cash flow from operations which puts us in a strong position to further grow through both acquisitions and organically.

We have a strong cash and liquidity position driven by a combination of capital raises and cash flow from operations which puts us in a strong position to grow further through both acquisitions and organically.

Proven Track Record of M&A

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We acquired D&D Commodities Ltd.

("D&D"), a leading provider of premium bird feed in June 2021, Green Garden Products, a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in February 2021 and Hopewell Nursery, a leading live goods grower in January 2021.

In December 2020, we acquired DoMyOwn ® , a leading and fast-growing online retailer of professional-grade control products.

We are a patient and disciplined value buyer, typically focused on opportunities in garden and pet areas that build scale in core categories or in priority adjacencies, with a recent emphasis on those that enhance key capabilities in digital and eCommerce.

We are open to businesses that, on top of traditional operating synergies, can leverage our capabilities and allow us to add value through our low-cost manufacturing and distribution competencies.

("D&D"), a leading provider of premium bird feed in June 2021 and Green Garden Products, a leading provider of vegetable, herb and flower packet seed, seed starters and plant nutrients in February 2021.

In December 2021, we acquired Hopewell Nursery, a leading live goods grower and DoMyOwn ® , a leading and fast-growing online retailer of professional-grade control products.

We are a patient and disciplined value buyer, typically focused on opportunities that build scale in our core garden and pet categories or in priority adjacencies, with a recent emphasis on those that enhance key capabilities, for example in digital and eCommerce.

We are open to businesses that, on top of traditional operating synergies, can leverage our expertise and capabilities and allow us to add value through our low-cost manufacturing and distribution competencies.

We generally prefer to acquire brand-focused businesses with growth and margin rates above Central’s rates, with proven, seasoned management teams, who are committed to stay with the acquired business after closing.

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We continually review our businesses to ensure they meet expectations and have implemented strategies to reverse sub-par performance when necessary.

We are also committed to divesting businesses where we cannot find a path to profitability and have done so in the past, for example the disposal of our dog and cat food business in 2020.

Strong Relationships with Retailers

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We believe these strengths have assisted us in becoming one of the largest pet supplies vendors to Costco, Walmart and Petco and among the largest lawn and garden consumables vendors to Home Depot, Walmart and Lowe’s, and the club and mass merchandise channels, as well as a leading supplier to independent pet and lawn and garden retailers in the United States.

In fiscal 2022, Bell Nursery was awarded the Home Depot Environmental Partner of the Year recognizing Bell Nursery’s commitment to sustainability and Petco recognized Central as the Companion Animal Vendor of the Year.

Pet Supplies Plus acknowledged one of our leaders with the prestigious Lifetime Achievement Award at their annual Suppliers Awards meeting and our pet distribution business was awarded the 2022 Distributor of the Year Award by Petsense by Tractor Supply.

In fiscal 2021, Bell Nursery was awarded Home Depot's Supplier Partner of the Year.

In fiscal 2020, our Garden segment was named the Walmart 2020 Lawn and Garden Supplier of the Year and Central was recognized with Petco's Vendor Summit Award for Strategic Partnership in Aquatic Supplies.

Walmart, our largest customer, represented approximately 17% of our total company net sales in fiscal 2022 and 16% in fiscal 2021.

Home Depot, our second largest customer, represented approximately 16%, and 15% of our total company net sales in fiscal 2022 and 2021, respectively.

Lowe's, Costco and Petco are also significant customers, and together with Walmart and Home Depot, accounted for approximately 51% of our net sales in fiscal 2021 and 52% in fiscal 2020.

Lowe's, Costco and Petco are also significant customers, and together with Walmart and Home Depot, accounted for approximately 51% of our net sales in both fiscal 2022 and 2021.

Leading Manufacturing, Sales and Distribution Network

We manufacture the majority of our branded products in our network of manufacturing facilities, located primarily in the United States.

In addition, some of our proprietary branded products are manufactured by contract manufacturers.

This includes an exclusive arrangement with a third party to manufacture one of our registered active ingredients, (S)-Methoprene.

We are a leading supplier to independent specialty retailers for the pet and lawn and garden supplies markets.

Our sales and distribution facilities are strategically placed across the United States to allow us to service both our mass market customers as well as independent specialty retail stores.

In addition, we operate facilities in the United Kingdom, Canada and China.

In addition, some of our proprietary branded products are manufactured by contract manufacturers, including one of our registered active ingredients, (S)-Methoprene, which is manufactured by a third party under an exclusive arrangement.

We are a leading supplier to independent specialty retailers for the pet supplies market and the lawn and garden consumables market.

Our sales and distribution facilities are strategically placed across the United States to allow us to service both our mass market customers as well as independent specialty retail stores, serving traditional brick & mortar but increasingly also omnichannel and pure-play retailers selling only through the internet.

In addition, we operate facilities in China, Canada, the United Kingdom and Mexico.

This network also supports distribution of many other manufacturers’ brands and combines these products with our branded products into single shipments, enabling us to serve our customers in an effective and cost-efficient manner.

• acquisition and maintenance of shelf placement;

• prompt product replenishment;

• customization of retailer programs;

• quick responses to changing customer and retailer preferences;

• rapid deployment and feedback for new products;

• immediate exposure for new internally developed and acquired brands.

We believe this gives us a competitive advantage over other suppliers as this network provides us with key access to independent pet specialty retail stores and retail lawn and garden customers that require two-step distribution, facilitating acquisition and maintenance of shelf placement, prompt product replenishment, customization of retailer programs, quick responses to changing customer and retailer preferences, rapid deployment and feedback for new products and immediate exposure for new internally developed and acquired brands.

We plan to continue to utilize our team of dedicated salespeople and our sales and logistics networks to expand sales of our branded products.

Strong and Experienced Leadership Team

Our leadership team is committed to delivering value for all our stakeholders and is comprised of a collection of highly tenured industry professionals, combining deep Central and relevant consumer products industry expertise.

We believe this diversity of perspectives and experiences creates an optimal foundation for our entrepreneurial business-unit led growth culture.

Our Central to Home Strategy reinforces our unique purpose to nurture happy and healthy homes and our ambition to lead the future of the pet and garden industries.

We run our business with a long-term perspective, and we believe the successful delivery of our strategy will enable us to create long-term value for our shareholders.

To achieve our objective, we plan to capitalize on our strengths and favorable industry trends by executing on five key strategic pillars to drive growth:

Build and Grow Brands that Consumers Love

To grow, we are seeking to develop more differentiated and more defensible new products.

We are doing so by continuously striving to get a deeper understanding of our consumers, including what products and features they desire and how they make their purchasing decisions.

We are increasing our overall investment in consumer insights, data analytics and research and development to achieve our innovation goals with a strong pipeline of new products.

We recognize that consumers are increasingly researching, as well as buying products online, and hence we are advancing our digital capabilities to create one-to-one customer relationships via personalization.

We reinvest some of our annual cost savings in demand creation to help us drive sustainable organic growth and build market share.

Win with Winning Customers and Channels

We are building on our strong customer relationships by developing and executing winning category growth strategies.

We produce both branded products and private label products for our customers as well as distribute third-party brands that give our retail partners a breadth of selection from premium to value products.

Recent trends have shown that eCommerce channels, including pure-play, omnichannel and direct-to-consumer, are the preferred solutions for today's convenience-oriented consumers.

To address the changing consumer landscape, we are building out our eCommerce capabilities, while also ensuring we have the right policies, products, and programs to allow all channels to compete effectively.

Concurrently, we are optimizing our supply chain for high-demand eCommerce items to ensure customer and consumer availability requirements are met at optimal cost.

Finally, we are also investing in sales planning, net revenue management and price pack architecture.

Fortify the Central Portfolio

We are managing each business differentially, based on clearly articulated strategies that define the role of each business within our portfolio.

We have assessed the profitability and growth potential of each of our businesses.

All businesses have a clear role in the portfolio and a strategy that is consistent with that role.

Some of our businesses are managed to optimize top-line growth, whereas others are more focused on reducing costs and maximizing operating income.

We are building out our portfolio in attractive, broadly defined pet and garden markets.

We are complementing our organic growth in the pet and garden markets with acquisitions and joint ventures.

Our M&A priorities are to build scale in core categories, enter priority adjacencies and enhance key capabilities.

We generally seek growth and margin accretive, brand-focused companies with talented management teams.

In 2020, to further support our M&A strategy we established Central Ventures, a $20 million venture fund.

Our objective is to partner with leading entrepreneurs and innovators in the garden and pet industries and leverage our capabilities to accelerate growth.

The fund is primarily focused on three emerging growth areas across the pet and garden industries:

sustainability, health and wellness, and digitally connected products and services.

Reduce Cost to Improve Margins and Fuel Growth

Optimizing our supply chain footprint is a priority as we seek to become more efficient and cost-effective.

Having the right facilities in the right locations is critical to both lowering costs and enabling our businesses to meet the demands of our existing and new customers, from both our legacy and acquired businesses.

We have already consolidated some of our dog and cat treat and toy businesses as well as numerous garden manufacturing facilities.

In addition, while we value being a decentralized company, we believe we have significant opportunities to improve our performance by driving processes and programs that allow us to align for scale and share best practices across our business units.

Strengthen Our Entrepreneurial Business-Unit Led Growth Culture

We believe our employees work at Central because they love our categories and that creates a passionate and effective group.

We strive to make Central a great place to work that embraces diversity and inclusion.

To achieve this, we implemented a Diversity & Inclusion council and introduced our diversity and inclusion strategy, which reflects our dedication to making meaningful progress in the areas where we can have the most impact including mentorship, leadership development, recruiting and employee education.

We further refreshed our company values.

Created by leaders across the company, our values are the cornerstone of our culture, and they are at the root of every decision we make – we call them “The Central Way.” We believe having a strong set of values provides a foundation for employees and strengthens how we all work together.

They comprise six simple values:

“We do the right thing.” ”We strive to be the best.” “We are entrepreneurial.” “We win together.” “We grow every day.” and “We are passionate.”

We are one of the leading marketers and producers of pet supplies in the United States.

Our leadership team is committed to delivering value for all our stakeholders and is comprised of highly tenured professionals, combining both deep Central and consumer products industry expertise.

We believe the depth and breadth of their perspectives and experiences create an optimal foundation for our entrepreneurial business-unit led growth culture and facilitates innovation, which is critical to capturing and maintaining market share.

We are one of the leading producers and marketers of pet supplies in the United States.

In addition, our Pet segment operates one of the largest sales and distribution networks in the industry, strategically supporting our brands.

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The pet industry includes food, supplies, veterinary care and non-medical services, and live animals.

We operate primarily in the pet supplies segment of the industry as well as in the live fish and live small animal categories.

We operate primarily in the pet supplies segment of the industry as well as in the live fish and small animal categories.

The pet supplies segment includes:

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animal and household health and insect control products;

products for fish, reptiles and other aquarium-based pets

including aquariums, terrariums, furniture and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources;

products for fish, reptiles and other aquarium-based pets including aquariums, terrariums, stands and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources;

as well as products for equine and livestock.

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According to Packaged Facts, the U.S.

pet supplies market is highly fragmented with approximately 2,500 manufacturers, consisting primarily of small companies with limited product lines.

The majority of these manufacturers do not have a captive sales and logistics network and rely on us or other independent distributors to supply their products to regional pet specialty chains and independent retailers.

The pet food and supplies industry retail channel also remains fragmented with only two national pet specialty retailers, Petco and PetSmart and approximately 14,000 independent pet supply stores and smaller pet chains as well as club and mass merchandise stores in the United States.

As a result of the pandemic-accelerated consumer race online, eCommerce surged to 30% of total pet food, treats and non-food pet supplies sales in 2020.

The pet specialty channel is feeling pressure from both online and mass merchandisers with mass-market retailers benefiting from "mass premiumization," the trend of formerly exclusive pet food brands in supermarkets and mass merchandisers.

As a result, pet specialty retailers are continuing to add veterinary and non-medical services to battle the eCommerce trends and mass retailers are bolstering their pet business with prescription pet medications.

pet supplies market is highly fragmented with over 2,500 manufacturers, ranging from mostly single-category or limited-range players to approximately two dozen companies with a solid multi-category presence.

The majority of these smaller companies do not have a captive sales and logistics network and rely on us or other independent distributors to supply their products to regional pet specialty chains and independent retailers.

The pet food and supplies industry retail channel is composed of a wide range of retailers, from national chains like Petco and PetSmart to approximately 14,000 independent pet specialty stores in addition to mass-market, online and other retailers.

In the last decade, independent pet stores have suffered not only from growing online competition, but also competition from mass-market retailers expanding their pet offerings with services and private label products.

Following a surge in online ordering for at-home delivery or curbside pickup during the pandemic, eCommerce growth has somewhat moderated today but continues to outpace brick-and-mortar.

To counter the success of online retailers, brick-and-mortar based retailers are continuing to add veterinary and non-medical services to their offerings, such as grooming, boarding, and training, attempting to drive in-store traffic and increase profitability.

Long-Term Pet Industry Characteristics

We believe the U.S.

pet supplies market will grow over the long term due to favorable demographic and leisure trends.

According to the Packaged Facts U.S.

Pet Market Outlook, 2021-2022, the pet ownership rate of U.S.

households is expected to grow over 4% in 2021 on the 2020 base.

A 2021 Packaged Facts survey found that over 95% of U.S.

dogs or cat owners and 84% of other pet owners view their pet as family.

A Packaged Facts survey of pet owners in February 2021 reported that 23% had acquired dogs, 19% had acquired cats and 11% had acquired other animals in the prior 12 month period.

Pet adoption and pet acquisition trends in 2021 have remained positive, and pet adoption has been higher among the younger generations, with 25% of Millennials and Gen Z increasing their pet ownership compared with 19% Gen X and only 9% of Baby Boomers.

The pet supplies market benefited from the addition of millions of pets, the heightened focus on health and wellness among pet owners, the rush of online shopping and adaptability of consumers, marketers, retailers and service providers to meet every pet's healthcare needs.

The pandemic has elevated concerns over human and pet health and wellness and over 80% of pet owners agree that their pet's health and well-being are important to them.

Long term, we believe the U.S.

pet supplies market will continue to grow due to favorable demographic and wellness trends tracking within Pet.

During the Covid-pandemic, the pet supplies market benefited from the addition of millions of pets, the heightened focus on wellness among pet owners, the rush of online shopping and adaptability of consumers, marketers, retailers and service providers to meet every pet's healthcare needs.

A 2022 Packaged Facts survey found that approximately 95% of U.S.

pet owners view their pet as family.

The pandemic has elevated concerns over human and pet health and wellness and almost 90% of pet owners agree that they look for products to improve their pet's health and well-being.

Pet adoption has been higher among the younger generations as Gen Z adults are joining the pet owner pool, with 45% of pets now being owned by Millennials and Gen Z, which should support continued growth.

Branded Pet Products

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aquatics and reptile supplies, small animal and pet bird supplies, animal health products as well as live fish and small animals.

Our Nylabone brand is one of the leading brands in dog toys, Katyee is a leader in pet birds and small animal, Aqueon is one of the leading brands in aquatics and Comfort Zone in cat calming.

In addition, we operate our Arden Companies ® outdoor cushion business in the pet segment due to synergies in sourcing, manufacturing and logistics with our pet bedding business.

We continuously seek to introduce new products, both as complementary extension of existing product lines and in new product categories.

Our Nylabone brand is one of the leading brands in dog toys and treats, Kaytee in pet birds and small animal, Farnam in equine, Aqueon in aquatics and Comfort Zone in cat calming.

In addition, we operate our Arden Companies ® outdoor cushion business in the Pet segment due to synergies in sourcing, manufacturing and innovation with our pet bedding business.

We continuously seek to introduce new products, both as complementary extensions of existing product lines and in new product categories.

In fiscal 2022, we launched our new GoodGood dog supplements line with no artificial colors and only natural flavors.

We also launched Nylabone Gourmet style dog chew toys, which are uniquely crafted with enticing gourmet flavor bits roasted throughout.

In fiscal 2021, we launched our new Comfort Zone Opticalm ™ diffuser, helping cats feel safe and happy.

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Over the last two years, many of our pet products have won industry awards.

In fiscal 2022, Field + Forest by Kaytee Hay Bale was selected as an Editor’s Choice Winner by Pet Product News, Nylabone again won Chew Toy Product of the Year award, Kaytee NutriSoft™ was selected as winner of the Bird Food Product of the Year award and Vetrolin® Bath was selected as winner of the Shampoo Product of the Year award in the 2022 Pet Independent Innovation Awards.

At SuperZoo 2022, Aqueon Stick’ems and Zilla Rapid Sense Décor won first place in the New Product Showcase award in the Aquatics and Herptile category.

In fiscal 2021, Nylabone won Chew Toy Product of the Year in the 2020 Pet Independent Innovation Awards.

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Eight of our pet brands (Aqueon, Coralife ®, Four Paws, K&H, Kaytee, Magic Coat ® , Nylabone and Zilla) were recognized by Newsweek in August 2021 as America's Best Petcare Brands.

In fiscal 2020, Kaytee won an Editor's Choice Award from Pet Product News International for Kaytee CritterTrail ® Super Habitat and a Pet Business Industry Recognition Award in the Small Animal Food category for Kaytee Food from the Wild.

Zilla won an award at the Global Pet Expo for the Zilla Micro Habitats and two Pet Business Industry Recognition Awards for Herptile Habitats - Zilla Bow Front Opening Terrarium and Aquarium Water Treatments - Aqueon PURE.

Our dog and cat category, featuring brands such as Cadet, DMC ™ , Four Paws, Healthy Edibles ® , K&H, Magic Coat, Nylabone, Nubz ® , NutriDent ® among others, is an industry leader in manufacturing and marketing premium edible and non-edible chews, interactive toys, grooming supplies and pet beds, pet containment, training and waste management solutions.

Our dog and cat category, featuring brands such as Cadet, Four Paws, Healthy Edibles ® , K&H, Mikki, Nylabone, Nubz ® , NutriDent ® among others, is an industry leader in manufacturing and marketing premium edible and non-edible chews, interactive toys, grooming supplies and pet beds, pet containment, training and waste management solutions.

Aquatics and Reptile Supplies.

We are a leading supplier of aquariums and terrariums as well as related fixtures and furniture, water conditioners and supplements, water pumps and filters, sophisticated lighting systems and accessories featuring the brands Aqueon, Blagdon ® , Coralife, Interpet ® and Zilla.

We are a leading supplier of aquariums and terrariums as well as related fixtures and stands, water conditioners and supplements, water pumps and filters, sophisticated lighting systems and accessories featuring the brands Aqueon, Blagdon ® , Coralife, Interpet ® and Zilla.

Small Animal and Bird Supplies.

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Animal Health (Health & Wellness, Equine and Professional) .

We supply calming products under the Comfort Zone brand as well as flea and tick controls under the Adams ® brand.

We further offer innovative products for horses in the fly control, supplements, grooming, deworming, wound care, leather care and rodenticides categories.

We supply calming products under the Comfort Zone brand, dog supplements under our GoodGood brand as well as flea and tick controls under the Adams ® brand.

We also offer innovative products for horses in the fly control, supplements, grooming, deworming, wound care, leather care and rodenticides categories.

Our portfolio of brands for equine includes Farnam, Horse Health ™ Products, Vita Flex ® , Just One Bite ® and Rodentex ™ .

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Outdoor cushions.

We sell outdoor cushions as private label through the largest big box stores, as signature products through major retail stores and online, and as Arden branded outdoor fabrics.

We sell Arden-branded outdoor cushions through major retailers, both in-store and online, and private label outdoor cushions through the largest big box stores in North America, all leveraging Arden's EverTru-branded outdoor fabric.

Our OceanTex ™ fabrics, developed by EverTru, are responsibly made and composed of up to 100% recycled materials, including reclaimed ocean plastic and fishing nets.

Pet Sales and Distribution Network

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We also serve the professional market with insect control and health and wellness products for use by veterinarians, municipalities, farmers and equine product suppliers.

Costco Wholesale accounted for approximately 11% of our Pet segment's net sales in fiscal year 2021 and 10% in fiscal year 2020.

Petco, Chewy, Walmart, PetSmart and Amazon are also significant customers.

Costco Wholesale accounted for approximately 11% of our Pet segment's net sales in both fiscal 2022 and 2021.

Walmart, Petco, Amazon and Kroger are also significant customers.

To optimize our product placement and visibility in retail stores, our focused sales resources are segmented as follows:

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We provide value creation with a focus on innovation, product quality and performance, premium packaging, product positioning and consumer value.

We collaborate closely with our customers to identify their needs, jointly develop strategies to meet those needs and deliver programs that include print, broadcast, direct mail and digital execution.

We continue to invest in talent, digital capabilities and eCommerce as these play a critical role in our ambition to lead in the pet segment.

Over the last two years, we have received a number of awards for customer service and marketing.

We collaborate closely with our customers to identify their needs, jointly develop strategies to meet those needs and deliver programs that include digital execution, print, broadcast and direct mail.

We continue to invest in talent, innovation, brand building, digital capabilities and eCommerce as these play a critical role in our ambition to lead in the pet segment.

Over the last two years we have received a number of awards for marketing.

In fiscal 2022, Kaytee won two packaging design awards from Graphic Design USA for Kaytee Nutrisoft and Field + Forest by Kaytee.

In fiscal 2021, the National Association of Container Distributors (NACD), recognized Farnam's Vetrolin packaging with a bronze award.

In fiscal 2020, Central Life Sciences won two Silver Davey Awards, an international creative award focused exclusively on creative work, for Promotional:

Specialty Item - Vector Dealer Sales Kit and Print Campaign:

Business to Business - Zoëcon Print Advertising Campaign.

Also, Kaytee won a Packaged Design Award for Kaytee Food from the Wild from Graphic Design USA.

Pet Competition

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We also produce value brands at lower prices, including numerous private label brands.

In addition, our Garden segment operates a manufacturing, sales and distribution network that strategically supports its brands.

In addition, our Garden segment operates a manufacturing, sales and distribution network that strategically supports our brands.

Garden Industry Background

The garden industry includes consumables such as fertilizer, pesticides, growing media, seeds, mulch, wild bird products and live plants, and durables such as landscaping and decorative products including pottery, outdoor furniture, water features, lighting, arches and trellises.

The total lawn and garden consumables industry in the United States is estimated by Packaged Facts and The Freedonia Group to have been approximately $36 billion in annual retail sales in 2021, including fertilizer, pesticides, growing media, grass and other seeds, mulch and live plants.

The garden industry includes consumables such as grass and other seeds, fertilizer, controls, live goods, wild bird products as well as soil and mulch, and durables such as landscaping and decorative products including pottery, outdoor furniture, water features, lighting, arches and trellises.

The total lawn and garden consumables industry in the United States is estimated by Packaged Facts, The Freedonia Group, Numerator and internal estimates to be approximately $32 billion in annual retail sales in 2022, including grass and other seeds, fertilizer, controls, live goods, wild bird products as well as soil and mulch.

We estimate the annual retail sales of the lawn and garden consumables market in the categories in which we participate to be approximately $31 billion.

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Long-Term Garden Industry Characteristics

According to The Freedonia Group, lifestyle changes and shifts in demographics are creating new opportunities in gardening, and expects the industry to continue to grow.

The COVID-19 pandemic led to a spike in consumer interest in gardening as both a hobby and a food source.

A survey by Freedonia Group found that over the past 12 months through March 2021, 36% of consumers agree that they spent more time on outdoor projects while 26% of consumers planted a food garden because of the pandemic.

The Freedonia Group expects the industry to continue to grow as lifestyle changes and shifts in demographics are creating new opportunities in gardening.

The COVID-19 pandemic has impacted daily habits, with many people spending much more time at home.

As such, outdoor living has become much more significant and increased the emphasis on creating a pleasant outdoor living space.

A survey by Freedonia Group found that in the 12 months ending March 2021, 36% of consumers agreed that they spent more time on outdoor projects while 26% of consumers planted a food garden because of the pandemic.

Among key outdoor living trends, millennials are increasingly interested in gardening as a leisure pursuit, with 70% of respondents indicating that they enjoy gardening.

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Branded Lawn and Garden Products

Our principal lawn and garden consumables product lines are grass seed, vegetable, herb and flower seed, wild bird feed, insect control products, lawn and garden care products, including fertilizers, and live plants.

Our principal lawn and garden consumables product lines are grass seed, vegetable, herb and flower packet seed, wild bird products, insect control products, lawn and garden care products including fertilizers and live plants.

Our Pennington brand is one of the largest in grass seed, wild bird feed and birding accessories.

Ferry-Morse is a leader in vegetable, herb and flower seeds and seed starter packages, and our Amdro brand is a leading portfolio of control products.

Ferry-Morse is a leader in vegetable, herb and flower packet seed and our Amdro brand is a leading portfolio of control products.

We continuously seek to introduce new products, both as complementary extensions of existing product lines and in new product categories.

In fiscal 2022, we launched Pennington Smart Patch lawn products, ideal for patching bare lawn spots and thinning areas.

In fiscal 2021, we relaunched Pennington Smart Seed ® lawn products with patent-pending fertilizer-enhanced seed coating to speed seed establishment and promote greener grass.

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We sell these products under brands such as Amdro, Corry’s ® , Daconil ® , IMAGE, Knockout ™ , Lilly Miller ® , Moss Out ® , Over-N-Out ® , Rootboost ™ and Sevin as well as other private and controlled labels.

We are a leading marketer, producer and distributor of numerous varieties and mixtures of cool and warm season grass for both the residential and professional markets, as well as forage and wildlife seed mixtures.

We sell these products under the Pennington brand along with several sub-brands including Lawn Booster, One Step Complete ® , Rackmaster ® , Slopemaster ® , Smart Seed, The Rebels ® and other brand names.

We are a leading marketer, producer and distributor of numerous varieties and mixtures of cool and warm season grass seed for both the residential and professional markets, as well as forage and wildlife seed mixtures.

We sell these products under the Pennington brand along with several sub-brands including Lawn Booster, One Step Complete ® , Rackmaster ® , Slopemaster ® , Smart Seed, Smart Patch, The Rebels ® and other brand names.

We also produce numerous private label brands of grass seed.

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Vegetable, Herb and Flower Seed.

We are a leading provider of vegetable, herb and flower seeds and seed starter packages.

We are a leading provider of vegetable, herb and flower packet seeds and seed starters.

We sell these products under the American Seed ® , Ferry-Morse, Livingston ® , McKenzie ® Seed, Jiffy and other brand names.

We are the leading marketer, producer and distributor of wild bird feed, bird feeders, bird houses and other birding accessories.

We are the leading producer, marketer and distributor of wild bird feed, bird feeders, bird houses and other birding accessories.

These products are sold under the Pennington, Wild Delight ® and 3-D ® Pet Products brands.

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For example, our Pennington brand mixes are enriched with Bird-Kote ® , our exclusive process which literally seals each seed with a nutritious coating containing vitamins and minerals that are beneficial to the health of wild birds.

We are a leading marketer, producer and distributor of soil supplements and stimulants.

We manufacture several lines of lawn and garden fertilizers and soil supplements in granular and liquid form under the Alaska ® Fish Fertilizer, Ironite ® , Pennington, Dyna-Gro ® , Superthrive ® and Pro Care ® brand names and other private and controlled labels.

With Bell Nursery as well as Hopewell Nursery, which we acquired in January 2021, we are the primary supplier of superior quality flowers, shrubs and other plants to Home Depot in the Northeast and mid-Atlantic region, producing and shipping tens of millions of annuals and perennials each year.

In addition, we offer items we don’t grow, such as orchids and indoor plants.

We are a leading producer, marketer and distributor of soil supplements and stimulants.

We manufacture several lines of lawn and garden fertilizers and soil supplements in granular and liquid form under the Alaska ® Fish Fertilizer, Ironite ® , Pennington, Superthrive ® and Pro Care ® brand names and other private and controlled labels.

With Bell Nursery and Hopewell Nursery, we are the primary supplier of superior quality flowers, trees, shrubs and other plants to Home Depot in the Northeast and mid-Atlantic regions, producing and shipping tens of millions of annuals and perennials each year, also offering items we don’t grow, such as orchids and indoor plants.

Garden Sales and Distribution Network

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Garden Competition

The lawn and garden products industry is highly competitive.

Our lawn and garden products compete against national and regional products and private label products produced by various suppliers.

The lawn and garden consumables industry is highly competitive.

Our lawn and garden products compete against national, regional and private label products produced by various suppliers.

Our turf and forage grass seed products, fertilizers, pesticides and combination products compete principally against products marketed by The Scotts Miracle-Gro Company.

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Our Garden segment’s sales and distribution network also competes with a large number of distributors, with competition based on price and service.

While demand for our pet supplies products except for pest controls is generally balanced over the year, our lawn and garden consumables business is highly seasonal with approximately two thirds of net sales occurring in our second and third quarter combined.

While demand for our pet supplies products, except for pest controls, is generally balanced over the year, our lawn and garden consumables business is highly seasonal with approximately two thirds of net sales occurring in our second and third fiscal quarters combined.

We build inventory based on expected demand and typically fill customer orders within a few days of receipt, so the backlog of unfilled orders is not material.

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The key ingredients in our fertilizer and insect and weed control products are commodity and specialty chemicals, including urea, potash, phosphates, herbicides, insecticides and fungicides.

The principal raw materials required for our wild bird feed operations are bulk commodity grains, including millet, milo and sunflower seeds, which are generally purchased from large national commodity companies and local grain cooperatives.

The principal raw materials required for our bird feed are bulk commodity grains, including millet, milo and sunflower seeds, which are generally purchased from large national commodity companies and local grain cooperatives.

In order to ensure an adequate supply of grains and seed to satisfy expected production volume, we enter into contracts to purchase a portion of our expected grain and seed requirements at future dates by fixing the quantity, and often the price, at the commitment date.

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Patents, Trademarks and Other Proprietary Rights

Our branded products companies hold numerous patents in the United States and in other countries and have several patent applications pending.

We hold numerous patents in the United States and in other countries and have several patent applications pending.

We consider the development of patents through creative research and the maintenance of an active patent program to be advantageous to our business, but do not regard any particular patent as essential to our operations.

In addition to patents, we have numerous active ingredient registrations, end-use product registrations and trade secrets.

The success of certain portions of our business, especially our animal health operations, partly depends on our ability to continue to maintain trade secret information which has been licensed to us, and to keep trade secret information confidential.

Along with patents, active ingredient registrations, end use product registrations and trade secrets, we own numerous trademarks, service marks, trade names and logotypes.

Many of our trademarks are registered but some are not.

We are not aware of any reason we cannot continue to use our trademarks, service marks and trade names in the way that we have been using them.

Human Capital Management

We believe Central employees are part of our organization because they are passionate about the pet and garden industries.

Every Central Team member and every job is important to our success and helping us to achieve our purpose.

As of September 24, 2022, we had approximately 7,000 employees, of whom approximately 6,400 were full-time employees and 600 were temporary or part-time employees.

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We believe that attracting, developing and retaining a diverse and inclusive workforce is an important component to our continued success.

We have taken several steps over the past 18 months to further enhance our diversity including the creation of a diversity and inclusion council.

We have taken several steps to further enhance our diversity, including the creation of a diversity and inclusion council.

We consider gender, nationality, ethnicity, age, educational and professional background, among other things, in our recruiting and internal promotion decisions.

Women serve in several key leadership roles including General Manager Central Health & Wellness, President Segrest, Senior Vice President Human Resources, Vice President FP&A, Vice President Accounting Operations, Vice President CSR & Sustainability, Vice President Consumer Insights & Analytics and Vice President Investor Relations.

It is our belief that our employees are part of our organization because, among other things, they embrace the business categories in which we operate.

We have competitive compensation programs that include base salary or hourly compensation for all employees.

In addition, we provide an annual 401k profit-sharing bonus program and a separate bonus program for eligible employees which is based on the success of our businesses as measured by designated performance metrics and which also recognizes individual performance contributions.

Another component of our overall compensation program is long-term equity which is offered through annual grants and through individual grants.

Women serve in several senior leadership roles, holding 39% of leadership positions (defined as Managers, Directors and Senior leaders (Vice President and above), including Senior Vice President Human Resources, General Counsel and Secretary, Chief of Staff, Senior Vice President Pet Consumer Marketing, Vice President Accounting Operations, Vice President Investor Relations, Vice President Corporate Development, Vice President Real Estate, President Segrest, General Manager Health & Wellness and Vice President Pet Specialty Sales.

We recognize financial stability is a critical component to our employees’ well-being.

Our competitive compensation programs include base salary or hourly compensation for all employees.

In addition, we provide an annual 401k profit-sharing bonus program and a bonus program for eligible employees which is based on the success of our businesses as measured by designated performance metrics and individual performance contributions.

Another component of our overall compensation program is long-term equity which is offered through annual and individual grants.

We use such long-term equity grants as a means of attracting and retaining key employees to reward performance and to give these employees a vested interest in the success of the Company.

Moreover, our physical health programs, like our medical and dental coverage, help our employees to feel their best on the job and at home.

Developing our employees so that they can assume key roles within Central is an important strategic priority for us.

We offer a variety of programs and resources to train and enhance the skill set of our workforce, including the subsidizing pursuit of college and advanced degrees for eligible employees.

Towards this goal of encouraging internal development, we also engage in regular discussions around succession planning and talent development at all levels of the Company.

We offer a variety of programs and resources to train and enhance the skill set of our workforce, including subsidizing college and advanced degrees for eligible employees.

We also engage in regular discussions around succession planning and talent development at all levels of the Company.

Our Board has frequent contact with business leaders within the organization and participates actively in the succession planning process.

Our Senior Vice President Human Resources reports directly to the Chief Executive Officer and works with management to evaluate internal talent for future leadership positions within the organization on an ongoing basis.

In evaluating potential acquisitions, an important consideration is the quality of management of the target company and our ability to obtain sufficient assurance that such management will remain with Central as needed if and after we acquire the business.

We are dedicated to the safety of our workforce and conduct periodic safety audits as part of our ongoing safety program to ensure that all our facilities are safe and are operated in an appropriate manner.

We continually assess our incident reports to facilitate the implementation of preventive measures and to identify steps that should be taken to protect our employees and mitigate potential risks.

In fiscal 2021, despite the more challenging work environment due to COVID-19, we were able to improve our recordable incident rate by 7% compared to fiscal 2020.

In evaluating potential acquisitions, an important consideration is the quality of the management team of the target company and our ability to obtain sufficient assurance that such management will remain with Central as needed if and after we acquire the business.

We encourage and drive high standards in our safety performance by recording, reporting and investigating all incidents to root cause.

In the ongoing push for progress, we set new annual safety targets and invest in our operational capabilities.

In fiscal 2022, we were able to improve our recordable incident rate by 24% compared to fiscal 2021.

In February 2021, for the first time in the Company's history, Central was named as one of Forbes 2021 America’s Best Midsize Employers.

Environmental and Regulatory Considerations

Many of the products that we manufacture or distribute are subject to local, state, federal and foreign laws and regulations relating to environmental matters.

Regulatory Considerations

Many of the products that we manufacture or distribute are subject to local, state, federal and foreign laws and regulations.

Such regulations are often complex and are subject to change.

In the United States, all pesticides must be registered with the United States Environmental Protection Agency (the “EPA”), in addition to individual state and/or foreign agency registrations before they can be sold.

For example, in the United States, all pesticides must be registered with the United States Environmental Protection Agency (the “EPA”), in addition to individual state and/or foreign agency registrations before they can be sold.

Fertilizer products are also subject to state Department of Agriculture registration and foreign labeling regulations.

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These regulations may include requirements that only certified or professional users apply the product or that certain products be used only on certain types of locations (such as “not for use on sod farms or golf courses”), may require users to post notices on properties to which products have been or will be applied, may require notification of individuals in the vicinity that products will be applied in the future or may ban the use of certain ingredients.

We believe we are operating in substantial compliance with, or taking action aimed at ensuring compliance with, these laws and regulations.

Various federal, state and local laws, including the federal Food Safety Modernization Act (“FSMA”), also regulate pet food products and give regulatory authorities the power to recall or require re-labeling of products.

Several new FSMA regulations became effective in

recent years.

We believe we are in substantial compliance with all currently effective requirements and are taking steps to ensure that we are in compliance with all regulatory requirements going forward.

Several new FSMA regulations became effective in recent years.

Various local, state, federal and foreign environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination.

Accordingly, we may become liable, either contractually or by operation of law, for remediation costs even if the contaminated property is not presently owned or operated by us, or if the contamination was caused by third parties during or prior to our ownership or operation of the property.

In the course of our extensive acquisition history, we have acquired a number of manufacturing and distribution facilities, and most of these facilities have not been subjected to Phase II environmental tests to determine whether they are contaminated.

Environmental regulations may affect us by restricting the manufacturing or use of our products or regulating their disposal.

Regulatory or legislative changes may cause future increases in our operating costs or otherwise affect operations.

Although we believe we are and have been in substantial compliance with such regulations and have strict internal guidelines on the handling and disposal of our products, there is no assurance that in the future we may not be adversely affected by such regulations or incur increased operating costs in complying with such regulations.

However, neither the compliance with regulatory requirements nor our environmental procedures can ensure that we will not be subject to claims for personal injury, property damages or governmental enforcement.

Environmental, Social and Governance

The long-term profitability of our business requires us to do our part to protect the planet, care for the local areas we serve, and provide our Central employees a safe, healthy and rewarding workplace.

Sustainability is embedded throughout our long-term enterprise roadmap, and brought to life through our Central Impact strategy.

We demonstrated our commitment to sustainability by publishing our first Central Impact Report in fiscal 2022.

This inaugural report provides detailed information on our Central Impact strategy, our focus areas - protecting our planet, cultivating our communities and empowering our employees, and we have set goals in 10 critical areas - energy & greenhouse gases, water, waste, biodiversity, philanthropy, employee volunteering, product stewardship, health & safety, diversity & inclusion, learning & development - and our progress and examples of our commitment in action.

The report can be found on our website www.central.com.

Information About Our Executive Officers

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Walker 64 President, Garden Consumer Products

George Yuhas 69 General Counsel and Secretary

Brown has been our Chairman from 1980 to 2018 and since October 2019.

Joyce McCarthy 53 General Counsel and Secretary

Brown has been our Chairman since October 2019, having also served in this capacity from 1980 to 2018.

From 1980 to June 2003 and from October 2007 to February 2013, he served as our Chief Executive Officer.

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Most recently, from 2016 to 2019 he served as Executive Vice President and Chief Growth Officer of Mondelez International.

Previously he served as Executive Vice President and President of Asia Pacific, Eastern Europe, Middle East & Africa of Mondelez.

Previously he served as Executive Vice President and President of Asia Pacific, Eastern Europe, Middle East & Africa of Mondelez, Inc.

Prior to that, Mr.

Cofer served in senior-level operating roles at Kraft Foods, Inc., including Executive Vice President and President of European Region, President of Oscar Mayer Foods and President of Kraft Pizza Company.

Hanson became our President of Pet Consumer Products in August 2019 after serving as a board member since 2018.

Hanson became our President of Pet Consumer Products in August 2019 after serving as a board member during portions of 2018 and 2019.

From 2015 to 2017, he served as Chief Executive Officer of Oasis Brands, Inc.

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Hanson consulted for consumer products companies in the areas of strategy, operations and mergers and acquisitions.

Prior to that, he had over 16 years at ConAgra, where he served in a variety of senior-level roles including President of its Frozen Foods Division from 2008 to 2012 and Senior Vice President in Sales from 2006 to 2008.

Prior to that, he had over 16 years of experience at ConAgra, where he served in a variety of senior-level roles including President of its Frozen Foods Division from 2008 to 2012 and Senior Vice President in Sales from 2006 to 2008.

Nicholas "Niko" Lahanas .

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Walker held increasingly senior positions for 13 years with Spectrum Brands and for 17 years with The Gillette Company's Duracell North American Group.

George Yuhas .

Yuhas has been our General Counsel since 2011 and our Secretary since September 2015.

From 1984 to 2011, he was a partner specializing in commercial litigation at Orrick, Herrington & Sutcliffe LLP.

Joyce McCarthy .

McCarthy became our General Counsel and Secretary in April 2022.

From 2018-2022, she served as General Counsel & Secretary for Ferrara Candy Company where she oversaw all legal and compliance matters for the company.

From 2002 to 2018, Ms.

McCarthy held several key legal roles at Colgate-Palmolive Company, including four years as General Counsel of Hill’s Pet Nutrition, Inc., Colgate’s global pet food division.

Prior to joining Colgate, Ms.

McCarthy was an associate at Davis Polk & Wardwell and served as a law clerk to a U.S.

District Court judge in the Southern District of New York.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business