What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-10-13 compared with 2021-10-13 · 51 added, 33 removed, 271 unchanged (24% of the section changed)

10 unchanged sentences

Examples of our adsorbent products are our Ultra-Clear clarification clays.

Our Pure-Flo, Perform and Select bleaching clay products act as filtration media for edible oils, fats and tallows.

Also, our Pure-Flo, Supreme, and Perform lines of bleaching clay products serve as a purification aid for vegetable oil products.

We also sell nonclay-based products, such as our Oil-Dri synthetic sorbents used for industrial cleanup and plastic cat litter box liners.

Our Pure-Flo, Supreme, Perform and Select bleaching clay products act as purification media for edible and non-edible oils.

We also sell nonclay-based products, such as our Oil-Dri synthetic sorbents used for automotive, industrial and marine cleanup as well as plastic cat litter box liners.

Our principal products are described in more detail below.

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We produce, or use contract processors to produce, Amlan brand name and private label products that support good health and productivity of species in livestock industries.

For example, our products, including our Calibrin, Varium and NeoPrime products, provide a number of solutions for swine, poultry and dairy cattle livestock production.

For example, our products, including our Calibrin, Varium and NeoPrime products in our international markets, and Sorbiam, Ambio P and Ambio S products to customers in North America, provide a number of solutions for swine, poultry and dairy cattle livestock production.

In addition, our MD-09 moisture manager product is a feed additive for the reduction of wet droppings in poultry and our Pel-Unite and Pel-Unite Plus products are specialized animal feed pellet binders.

1 unchanged sentence

The sales force for our subsidiaries located in China, Mexico and Indonesia also sells these products, as further described in Foreign Operations below.

Bleaching Clay and Purification Aid Products

We produce an array of products for bleaching, purification and filtration applications that are used around the world by edible oil processors, as well as by refiners of jet fuel and other petroleum-based products.

Bleaching clays are used by edible oil processors to adsorb soluble contaminants that create oxidation problems.

Bleaching Adsorbent Products

We produce an array of adsorbent products for bleaching, purification and filtration applications that are used around the world by edible oil processors, as well as by refiners of jet fuel and other petroleum-based products.

Bleaching clays are used by edible oil processors to adsorb soluble contaminants that promote oxidation problems.

Our Pure-Flo and Perform bleaching clays remove impurities, such as trace metals, chlorophyll and color bodies, in various types of edible oils.

Perform products provide increased activity for hard-to-bleach oils.

Our Select adsorbents are used to remove contaminants in vegetable oil processing and can also be used to prepare oil prior to the creation of biodiesel fuel.

Metal X is a highly efficient adsorbent for the renewable diesel market.

Our Select adsorbents are used in a pre-treatment process to remove metals and trace soap in vegetable oil processing.

Our Select adsorbents can also be used to pre-treat oil in the processing of biodiesel.

Metal-X and Metal-Z are highly efficient adsorbents for the renewable diesel market.

Our Ultra-Clear product is used as a purification and filtration medium for jet fuel and other petroleum-based products.

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Co-packaged products.

We have a long-term supply arrangement with Clorox (which is material to our business) under which we manufacture branded non-clumping litters.

We have a long-term supply arrangement with A&M Products Manufacturing Company, a subsidiary of The Clorox Company ("Clorox") (which is material to our business) under which we manufacture branded non-clumping litters.

Under this co-manufacturing relationship, the marketer controls all aspects of sales, marketing, and distribution, as well as the odor control formula, and we are responsible for manufacturing.

2 unchanged sentences

We manufacture and/or sell products made from clay, polypropylene and recycled materials that absorb oil, acid, paint, ink, water and other liquids.

These products have industrial, automotive and home applications.

These products have industrial, automotive, marine and home applications.

Our clay-based sorbent products, such as Oil-Dri branded and private label floor absorbents, are used for floor maintenance in industrial applications to provide a non-slip and non-flammable surface for workers.

5 unchanged sentences

We manufacture and sell both branded and private label sports products.

Pro’s Choice Sports Field Products are used on baseball, softball, football and soccer fields.

Pro’s Choice Sports Field Products are used on baseball, softball, football, cricket, and soccer fields.

Pro’s Choice soil conditioners are used in field construction or as top dressing to improve drainage, suppress dust and improve field performance.

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distributors of animal health and nutrition products.

and marketers of consumer products.

Certain financial information on both segments is contained in Note 2 of the Notes to the Consolidated Financial Statements and is incorporated herein by reference.

F OREIGN O PERATIONS

Our foreign operations are located in Canada and the United Kingdom, which are included in the Retail and Wholesale Products Group, and China, Switzerland, Mexico and Indonesia, which are included in the Business to Business Products Group.

Our foreign operations are located in Canada, which is included in the Retail and Wholesale Products Group, and the United Kingdom, China, Switzerland, Mexico and Indonesia, which are included in the Business to Business Products Group.

Our wholly-owned subsidiary, Oil-Dri Canada ULC, is a manufacturer, distributor and marketer of branded and private label cat litter in the Canadian marketplace.

9 unchanged sentences

We own a 78.4% interest in a distributor in Mexico, Agromex Importaciones, S.A de C.V.

This distributor sells, among other products, our animal health and nutrition products and swine feeding equipment and swine fertilization supplies.

This distributor sells, among other products, our animal health and nutrition products.

Our foreign operations are subject to the normal risks of doing business in non-U.S.

7 unchanged sentences

There are no customers in the Business to Business Products Group with sales equal to or greater than 10% of our total sales.

however, sales to Clorox (a customer in our Business to Business Products Group) and its affiliates accounted for approximately 5% of total net sales for both fiscal years 2021 and 2020.

The degree of margin contribution of our significant customers in the Business to Business Products Group varies, with certain customers having a greater effect on our operating results .

10 unchanged sentences

Scoopable products have a majority of the cat litter market share followed by coarse non-clumping litters.

The market share for scoopable cat litter has been growing, while the coarse non-clumping litter share has remained stable.

The market share for scoopable cat litter and coarse non-clumping litter share decreased slightly during fiscal year 2022.

There is significant competition to attract cat litter consumers across multi-outlet channels, including grocery, mass-merchandiser, dollar, pet and drug stores, as well as through e-commerce.

11 unchanged sentences

In addition, our microbiology lab is within walking distance of our existing research and development center and is dedicated primarily to the development of our animal health products.

Our staff (and various consultants they engage from time to time) have experience in disciplines such as biology, microbiology, chemistry, physics, mathematics, geological and earth science, material science, geochemistry, physical catalysis, animal nutrition, animal science, oncological nutrition and transitional medicine.

In the past several years, our research efforts have resulted in a number of new sorbent products and processes.

3 unchanged sentences

As of July 31, 2022 and 2021, the value of our backlog of orders were approximately $6,622,000 and $3,729,000 respectively.

Certain customers place orders for a full year of orders with future requested ship dates.

Accordingly, we define backlog as purchase orders that we have received from customers and that we have accepted, but that have not shipped by the customers’ requested ship dates.

This value was determined by the number of tons on backlog order and the net selling prices.

All backlog orders are expected to be filled within the next 12 months.

In previous periods, we reported backlog values based on the broader definition of backlog as purchase orders that we have received from customers and that we have accepted, but that have not yet shipped.

We consider our business, taken as a whole, to be moderately seasonal;

however, business activities of certain customers (such as agricultural chemical manufacturers) are subject to such seasonal factors as crop acreage planted, product formulation cycles and weather conditions.

however, business activities of certain customers (such as agricultural chemical manufacturers and edible oil producers) are subject to such seasonal factors as crop acreage planted, product formulation cycles and weather conditions.

E FFECTS OF I NFLATION

4 unchanged sentences

Our patents, particularly our U.S.

patents, are highly important to our business and we assert our patent rights and vigorously protect our patents them from apparent infringement where appropriate, although no single patent is considered material to the business as a whole.

patents, are highly important to our business and we assert our patent rights and vigorously protect our patents from apparent infringement where appropriate, although no single patent is considered material to the business as a whole.

The risks associated with our patents (and intellectual property, generally), are discussed in Item 1A, Risk Factors.

21 unchanged sentences

Each of our processing facilities maintains inventories of unprocessed clay of approximately one week of production requirements.

All key permits have either been obtained by us, or approval is expected to be received in the normal course of business.

See Item 2 “Properties” below for additional information regarding our mining properties and operations.

The following schedule summarizes the net book value of land and other plant and equipment for each of our manufacturing facilities as of July 31, 2022 (in thousands).

Of the land and mineral rights, $2,165 relates to mineral rights.

Mineral rights as of July 31, 2022 were $1,205, $835 and $125 for our properties in Illinois, California, and Georgia, respectively.

Land & Mineral Rights Plant and

8 unchanged sentences

H UMAN CAPITAL MANAGEMENT AND RESOURCES

During fiscal year 2021, we had approximately 847 employees, who we refer to as our teammates, 46 of whom were employed by our foreign subsidiaries.

111, 22, and 668 of our teammates work at our corporate offices, research and development center and manufacturing facilities, respectively.

During fiscal year 2022, we had approximately 869 employees, who we refer to as our teammates.

119, 15, and 688 of our U.S.

teammates work in our corporate functions, research and development and manufacturing, respectively.

In addition, 47 of our teammates are employed by our foreign subsidiaries in corporate and manufacturing functions.

We believe our corporate offices, research and development center and manufacturing facilities are currently adequately staffed but there is no guarantee that, given the current state of the on-going novel coronavirus pandemic ("the coronavirus" or "COVID-19") and macro-economic environment, that this will always be possible.

10 unchanged sentences

We use “WE CARE” values as a moral compass to constantly strive for continuous improvement.

These values are embedded into everything we do and are reflected in our Code of Ethics and Business Conduct, formal policies and procedures, annual training, and a strong governance structure.

These values are embedded into everything we do and are reflected in our Code of Ethics and Business Conduct, formal policies and procedures, annual training including training on workplace harassment, and a strong governance structure.

Our WE CARE values are also the basis of our formal teammate recognition process.

Our Code of Ethics and Business Conduct details how we act in accordance with these fundamental standards.

The first “E” in WE CARE stands for Ethics.

The first “E” in WE CARE represents Ethics.

Oil-Dri’s ethical culture is one of our greatest strengths and areas of emphasis by our Board of Directors and management team.

1 unchanged sentence

Our CEO’s continued messaging to all Oil-Dri teammates about the importance of our ethical culture helps maintain a strong Tone at the Top for our entire organization.

We have codified our compliance and ethics requirements through the Code of Ethics and Business Conduct, the Human Rights Policy, and the Whistleblower Response Policy.

Our Compliance Committee meets quarterly and is comprised of members of Oil-Dri leadership as well as the owners of our three compliance functions:

3 unchanged sentences

states, in which we do business.

Our Anti-Corruption compliance team works with Human Resources to ensure that teammates attest to Oil-Dri’s Code of Ethics and Business Conduct, which was updated in 2021.

Our Anti-Corruption compliance team works with Human Resources to address potential risks related to compliance with anti-corruption regulations in various jurisdictions, including by ensuring that teammates attest to Oil-Dri’s Code of Ethics and Business Conduct, which was updated in 2021, and that the Company’s Code of Ethics and Business Conduct provides appropriate tools and guidance to the Company’s teammates.

These two groups also work together to make sure teammates understand the specific requirements around Conflicts of Interest, including any disclosures where relevant.

As part of the focus on addressing potential risks and ensuring a global understanding of the various applicable policies and requirements, we have also translated our Code of Ethics and Business Conduct into Mandarin and Spanish.

Our Board of Directors also annually attests to Oil-Dri’s Code of Ethics and Business Conduct.

1 unchanged sentence

Third parties are selected for this process based on a risk analysis that includes potential interaction with government officials as well as the Corruption Perception Index published by Transparency International (an international non-profit) of the countries in which they do business.

In addition, distributors and agents agreements include a mandatory anti-corruption regulatory compliance section.

Oil-Dri has strong policies and procedures in place for Anti-Corruption and Conflicts of Interest.

This includes training and attestation requirements where appropriate.

Oil-Dri is committed to whistleblower protection and has a third-party anonymous hotline where teammates across the globe can reach out via phone or internet with any concerns they may have and be ensured of anonymity in reporting if they so desire.

Our Anti-Corruption training emphasizes the necessity of whistleblower protection and zero tolerance for retaliation.

Oil-Dri is committed to whistleblower protection and uses a third-party anonymous hotline where teammates across the globe can reach out via phone or internet with any concerns they may have and be ensured of anonymity in reporting if they so desire.

The Company has documented and implemented procedures to ensure the protection of whistleblowers' employment status as well as protection from harassment in the workplace.

Our Anti-Corruption training emphasizes the necessity of whistleblower procedures, protection, and zero tolerance for retaliation.

This training is given within the first few months of hire to all new teammates in international locations, and to those with sales and/or leadership roles that interact with customers and/or teammates outside the U.S.

Additionally, Anti-Corruption training is repeated annually at our Global Sales Meeting for all attending teammates;

these are sales teams across the globe as well as all Oil-Dri leadership personnel.

Sales teams that have an international focus receive additional training at this meeting, which allows for more small group discussion and a chance to ask about individual compliance risks and experiences.

As individual hotline cases are investigated, the Company's Compliance Department works with Human Resources and any other teammates involved in the investigation to ensure confidentiality is maintained and whistleblowers are protected;

our compliance training emphasizes that this is not only required by law, but clearly fits with our WECARE values.

All cases are investigated to conclusion, with follow up provided, where possible, on an anonymous basis back to the whistleblower through the anonymous third-party hotline.

Diversity, Equity and Inclusion

6 unchanged sentences

We are committed to cultivating and preserving a culture of inclusion.

That is why we created a Diversity, Equity and Inclusion Committee during fiscal year 2021 to help us live up to our WE CARE core values.

That is why we created a Diversity, Equity and Inclusion Committee to help us live up to our WE CARE core values.

This committee represents a diverse group of colleagues across locations, functions and communities who are the Company’s champions for our diversity, equity, and inclusion initiatives.

15 unchanged sentences

Our commitment to the wellness of our teammates is further evidenced by our paid time off and sick days program, which are part of the work/life balance component of our WE CARE values framework.

Workplace Flexibility

During fiscal year 2022, Oil-Dri established a hybrid work environment for non-manufacturing teammates with the option for some positions to be 100% remote.

Oil-Dri offers a wide range of employment opportunities including full and part-time positions which support our Work/Life Balance values.

By providing these flexible work options, among other initiatives, we are able to attract and retain diverse talent throughout the Company.

Continuous Teammate Development

21 unchanged sentences

In response to COVID-19, we implemented significant safety changes which comply with government regulations.

This included having the vast majority of our teammates who can perform their jobs offsite work from home and additional safety measures for teammates continuing critical on-site work.

We substantially restricted non-essential travel, required social distancing, supplied masks, implemented vigorous cleaning and sanitation protocols, and provided information to all of our teammates on a regular basis regarding the Company’s approach to COVID-19 and other beneficial health and vaccine related information.

Refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations" for information on Human Capital Management actions taken by the Company in response to the COVID-19 pandemic.

This included work from home arrangements for our teammates who can perform their jobs offsite and additional safety measures (including, among other actions, the provision of PPE and implementation of vigorous cleaning and sanitation protocols) for teammates continuing critical on-site work.

G OVERNMENT AND E NVIRONMENTAL R EGULATION AND C OMPLIANCE

9 unchanged sentences

In addition to the environmental, health and safety requirements related to our mining and manufacturing operations and facilities, there has been increased federal, state and international regulation with respect to the content, labeling, use, packaging, registration, trade compliance, advertising, and disposal of products that we sell.

For example, in the United States, some of our operations, products, product claims, labeling and advertising are regulated by the Food and Drug Administration, the Consumer Product Safety Commission, the Occupational Health and Safety Administration, the Mine Safety and Health Administration, the Environmental Protection Agency and the Federal Trade Commission.

For example, in the United States, some of our operations, products, product claims, labeling and advertising are regulated by the Food and Drug Administration, the Consumer Product Safety Commission, the Occupational Safety and Health Administration, the Mine Safety and Health Administration, the Environmental Protection Agency and the Federal Trade Commission.

Most states have agencies that regulate in parallel to these federal agencies.

12 unchanged sentences

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