Central Garden & Pet Company (CENT, NASDAQ)
Industry: Packaged Foods
Annual report, fiscal year 2011


## Central Garden & Pet Company / 2011 Annual Report






## COMPANY PROFILE

Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded products for consumer and professional use in the lawn and garden and pet supplies markets. For more than 30 years, we have successfully helped consumers beautify their outdoor living spaces and promote healthy interaction with their pets. The foundation of our success is our dedication to innovation, quality and service. Our strategy is to continue to strengthen and build our branded products portfolio for consumers; to be both effective and efficient for our retail partners; and to deliver superior returns for our shareholders.



## TO OUR SHAREHOLDERS

Central focused on growth, brand building and providing superior products and service for our customers in 2011. One of our highly valued customers, Home Depot, recognized our efforts by naming Central a “Partner of the Year” in the Outdoor Garden category this year over more than 500 other suppliers. The award reflected the strong support we provided for our Pennington Smart Seed product, which helped drive a double digit gain in our grass seed sales for the year. Ace Hardware also named Central “Vendor of the Year” for Lawn and Garden in recognition of our success in partnering with them. We are very proud of these accomplishments and our associates who helped make them happen.

Customer successes like these helped drive overall revenues up 7% in 2011, led by 14% revenue growth in our Garden segment. Profitability, however, was disappointing, with operating income declining 22%, due principally to high raw material costs which outpaced our ability to take price increases. Changes in our revenue mix, primarily due to unfavorable weather, also impacted our results for the year.



Over the course of the year, we resolved to review our business comprehensively, with the goal of achieving stronger financial performance and sustainable growth over the long term. To this

end, we made several key management changes including, in April, bringing in Gus Halas as President and Chief Executive Officer of the Central Operating Companies. Gus has a track record of delivering successful business transformations at other companies, and has worked closely with me and with the rest of the senior management team to develop a transformation plan for Central that we expect will reduce costs, improve financial performance, sharpen our focus

on our best branded products and make us a much stronger company overall.

Also joining us this year were Frank Palantoni as Executive Vice President and President of the Pet Segment, Lori Varlas as Senior Vice President and Chief Financial Officer, Janet Brady as Senior Vice President of Human Resources, and George Yuhas as General Counsel. Paul Hibbert was appointed Senior

Vice President of our recently consolidated supply chain organization. This is a superb new team and I am delighted that they are all actively working to transform Central and take it to the next level.

So, what is this transformation? Simply put, we are taking the Company from a portfolio of separately run “siloed” businesses, each with its own brands and focus, and turning it into an integrated, multi-brand company. We believe this will make us more profitable and will enable us to better serve today’s retailers, who demand a more



Central Garden & Pet’s employees, some of whom are pictured in this annual report, are our biggest asset. Their experience, dedication, and passion define the quality and care that go into each of our products.



“We provide consumers with award winning, high quality, innovative grass seed varieties, backed by years of research and development. We also manufacture several lines of lawn and garden fertilizers, plant foods, soil, mulches, and outdoor décor items.”

Kevin Smith & Bobby
Customer Marketing Manager



“We are a leading supplier of aquatics products including sophisticated lighting systems, water conditioners and supplements and other premium supplies to create and maintain a thriving environment for both fresh water and salt water beginners and hobbyists.”

Phillip Ng
Senior Systems Administrator









“We are makers of premium natural pet foods, treats, toys, grooming aids, safety harnesses, leashes, and health care products for dogs, cats and other animals. Our products are designed to promote a healthy living environment and positive behaviors.”

Nick Lopez & Dillon
Customer Service
Associate



“We supply a broad range of specialty control garden products designed to improve the beauty and quality of outdoor living. From weed killers and insecticides to applications designed to control moss, fire ants, snails and slugs, we take great care to ensure that these products are effective and easy to use.”

Annie Marcell
Product Development
& Marketing
Coordinator





“We provide consumers with a full range of bird products including many varieties of bird feed, treats, feeders, cages, houses and other accessories. Every feed product is thoroughly researched, tested and precisely formulated according to the nutrient profiles of each particular species.”

Michelle Goodman & Zico
Manager -
Kaytee Learning Center






efficient supplier base. Beyond eliminating the silos that create inefficiencies and unnecessary costs, we are also changing how we train our people, operate our facilities, service our customers and go to market. Meanwhile, we are significantly increasing our investments in brand-building and innovation, a key to driving top-line growth.

We believe a leaner, streamlined structure will save us a great deal of money while generating these savings through various supply chain initiatives, with the balance coming from SG&A. We are excited about the potential for Central as we execute our plan, and recognize that during the transformation we need to stay equally focused on serving customers in the best way we know how. A big part of our ability to do this, of course, is by continuing to attract and retain the best people to help us accomplish our goals.

“Our pet health care products help companion animals live long, happy and healthy lives. Based on proven scientific research, leading veterinarians developed these quality products to help promote your pets’ vitality, good health and positive behavior. Our products include flea, tick, fly and mosquito control products, dewormers, top quality feed supplements, grooming products and other health care products.”

Chanin Gill & Snoopy
Regional Procurement Manager



sustainable revenue growth and substantially improving our bottom-line results. We will be more efficient, better able to serve our customers, and more effective in the way we integrate future acquisitions.

In 2011, we began the transformation process with a thorough and detailed enterprise-wide evaluation for cost savings opportunities. We are now actively executing against those opportunities, and over the next two to three years, we think we can eliminate at least $120 million in annual costs. We expect to achieve about three-quarters of I am honored to be working with such exceptional people and believe the transformation we are all now undertaking will lead to great success in the future. It is an exciting journey, and one which I believe wholeheartedly will deliver vastly improved financial results for you, our shareholders.

Thank you for your support.

Sincerely,



William E. Brown

CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER



# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 24, 2011
Commission File Number 1-33268

# CENTRAL GARDEN & PET COMPANY

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

68-0275553

(IRS Employer Identification Number)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597

(Address of principal executive offices) (Zip Code)

Telephone Number: (925) 948-4000

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock

Nasdaq

Class A Common Stock

Nasdaq

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☑ No ☒

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 ☒ No ☐

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

Large Accelerated Filer ☐

Accelerated Filer ☒

Non-Accelerated Filer ☐ (Do not check if a smaller reporting company)
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 ☐ No ☒

At March 26, 2011, the aggregate market value of the registrant’s Common Stock, Class A Common Stock and Class B Stock held by non-affiliates of the registrant was approximately $115.6 million, $324.7 million and $55,000, respectively.

At October 31, 2011, the number of shares outstanding of the registrant’s Common Stock was 12,392,781 and the number of shares of Class A Common Stock was 34,480,149. In addition, on such date, the registrant had outstanding 1,652,262 shares of its Class B Stock, which are convertible into Common Stock on a share-for-share basis.

## DOCUMENTS INCORPORATED BY REFERENCE

Definitive Proxy Statement for the Company’s 2012 Annual Meeting of Stockholders – Part III of this Form 10-K.



## Central Garden & Pet Company
Index to Annual Report on Form 10-K
For the fiscal year ended September 24, 2011

## PART I

Item 1. Business ..... 1
Item 1A. Risk Factors. ..... 14
Item 1B. Unresolved Staff Comments ..... 22
Item 2. Properties ..... 22
Item 3. Legal Proceedings ..... 24
Item 4. Removed and Reserved ..... 24
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..... 25
Item 6. Selected Financial Data ..... 28
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ..... 30
Item 7A. Quantitative and Qualitative Disclosure About Market Risk ..... 45
Item 8. Financial Statements and Supplementary Data ..... 47
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..... 48
Item 9A. Controls and Procedures ..... 48
Item 9B. Other Information ..... 48
PART III
Item 10. Directors and Executive Officers of the Registrant ..... 48
Item 11. Executive Compensation ..... 48
Item 12. Security Ownership of Certain Beneficial Owners and Management ..... 48
Item 13. Certain Relationships and Related Transactions ..... 49
Item 14. Principal Accountant Fees and Services ..... 49
PART IV
Item 15. Exhibits and Financial Statement Schedules ..... 49



## FORWARD-LOOKING STATEMENTS

This Form 10-K includes “forward-looking statements.” Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industry and economies in which we operate and other information that is not historical information. When used in this Form 10-K, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-K. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this Form 10-K are set forth in this Form 10-K, including the factors described in the section entitled “Item 1A – Risk Factors.” If any of these risks or uncertainties materialize, or if any of our underlying assumptions are incorrect, our actual results may differ significantly from the results that we express in or imply by any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances. Presently known risk factors include, but are not limited to, the following factors:

• the success of our transformational change initiative;

• seasonality and fluctuations in our operating results and cash flow;

- fluctuations in market prices for seeds and grains and other raw materials and our ability to pass-through cost increases in a timely manner;

• declines in consumer spending during economic downturns;

• inflation, deflation and other adverse macro-economic conditions;

• supply shortages in small animals and pet birds;

• adverse weather conditions;

• fluctuations in energy prices, fuel and related petrochemical costs;

• access to and cost of additional capital

• dependence on a few customers for a significant portion of our business;

• consolidation trends in the retail industry;

• uncertainty about new product innovations and marketing programs;

• competition in our industries;

• risks associated with our acquisition strategy;

• dependence upon our key executive officers;

• implementation of a new enterprise resource planning information technology system;

• our ability to protect our intellectual property rights;

• potential environmental liabilities;

• risk associated with international sourcing;

• litigation and product liability claims;

• the voting power associated with our Class B stock; and

• potential dilution from issuance of authorized shares.



## MARKET, RANKING AND OTHER DATA

The data included in this Form 10-K regarding markets and ranking, including the size of certain markets and our position and the position of our competitors and products within these markets, are based on both independent industry publications, including Packaged Facts, Lawn & Garden Products in the U.S. 2011; Mintel, Pet Food and Supplies 2011; Packaged Facts, Pet Food in the U.S., 2011; American Pet Products Association (APPA) National Pet Owners Survey 2011-2012; Mintel, America's Pet Owners, U.S., September 2011, and our estimates based on management's knowledge and experience in the markets in which we operate. Our estimates have been based on information provided by customers, suppliers, trade and business organizations and other contacts in the markets in which we operate. We believe these estimates to be accurate as of the date of this Form 10-K. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for our estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in a survey of market size. As a result, you should be aware that market, ranking and other similar data included in this Form 10-K, and estimates and beliefs based on that data, may not be reliable.



## PART I

## Item 1. Business

## BUSINESS

## Our Company

Central Garden & Pet Company (“Central”) is a leading innovator, marketer and producer of quality branded products. We are one of the largest suppliers in the pet and lawn and garden supplies industries in the United States. The total pet food and supplies industry is estimated to be approximately $30 billion in annual retail sales. We estimate the annual retail sales of the pet supplies and super premium pet food markets in the categories in which we participate to be approximately $15 billion. The total lawn and garden industry in the United States is estimated to be approximately $21 billion in annual retail sales. We estimate the annual retail sales of the lawn and garden supplies markets in the categories in which we participate to be approximately $6 billion.

Our pet supplies products include products for dogs and cats, including edible bones, premium healthy edible and non-edible chews, super premium dog and cat food and treats, leashes, collars, toys, pet carriers, grooming supplies and other accessories; products for birds, small animals and specialty pets, including food, cages and habitats, toys, chews and related accessories; animal and household health and insect control products; products for fish, reptiles and other aquarium-based pets, including aquariums, furniture and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources; and products for horses and livestock. These products are sold under a number of brand names including Adams \( ^{™} \) , Altosid, Aqueon \( ^{®} \) , Avoderm \( ^{®} \) , BioSpot \( ^{®} \) , Coralife \( ^{®} \) , Farmam \( ^{®} \) , Four Paws \( ^{®} \) , Interpet, Kaytee \( ^{®} \) , Kent Marine \( ^{®} \) , Nylabone \( ^{®} \) , Oceanic Systems \( ^{®} \) , Pet Select \( ^{®} \) , Pre-Strike \( ^{®} \) , Pinnacle \( ^{®} \) , Super Pet \( ^{®} \) , TFH \( ^{™} \) , Zilla \( ^{®} \)  and Zodiac \( ^{®} \) .

Our lawn and garden supplies products include proprietary and non-proprietary grass seed; wild bird feed, bird feeders, bird houses and other birding accessories; weed, grass, ant and other herbicide, insecticide and pesticide products; and decorative outdoor lifestyle and lighting products including pottery, trellises and other wood products and holiday lighting. These products are sold under a number of brand names including AMDRO \( ^{®} \) , GKI/Bethlehem Lighting \( ^{®} \) , Grant’s \( ^{®} \) , Ironite \( ^{®} \) , Lilly Miller \( ^{®} \) , Matthews Four Seasons \( ^{™} \) , New England Pottery \( ^{®} \) , Norcal Pottery \( ^{®} \) , Pennington \( ^{®} \) , Over’n Out \( ^{®} \) , Sevin \( ^{®} \) , Smart Seed \( ^{®} \)  and The Rebels \( ^{®} \) .

In fiscal 2011, our consolidated net sales were $1.6 billion, of which our lawn and garden segment, or Garden Products, accounted for approximately $777 million and our pet segment, or Pet Products, accounted for approximately $851 million. In fiscal 2011, our income from operations was $85.2 million, of which Garden Products accounted for $50.0 million and Pet Products accounted for $77.6 million, before corporate expenses and eliminations of $42.4 million. See Note 17 to our consolidated financial statements for financial information about our two operating segments.

We were incorporated in Delaware in June 1992 and are the successor to a California corporation that was incorporated in 1955. Our executive offices are located at 1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597, and our telephone number is (925) 948-4000. Our website is www.central.com. The information on our website is not incorporated by reference in this annual report.

## Recent Developments

Fiscal 2011 Operating Performance. Although we experienced increased sales in fiscal 2011, rising input costs, a change in sales mix due to competitive pressures and unfavorable weather resulted in increased expenses and lower gross margins.

Financial summary:

• Net sales for fiscal 2011 increased $105 million, or 7%, to $1.6 billion.



- Net earnings for fiscal 2011 were $28 million, or $0.50 per share on a diluted basis, a decrease of $18 million and $0.20 per share on a diluted basis, compared to fiscal 2010.

- Gross margin decreased 350 basis points in fiscal 2011 to 30.3%, due primarily to rising raw material input costs.

- Selling, general & administrative expenses increased $14.6 million, or 3.7%, to $408.7 million in fiscal 2011, but decreased as a percentage of net sales to 25.1% from 25.9%.

- We generated cash flows from operating activities of approximately $51.0 million during fiscal 2011 and had a cash and short term investment balance of approximately $29.9 million at September 24, 2011.

Senior Credit Facility – On June 8, 2011, we amended our credit agreement dated June 25, 2010 to increase the aggregate principal borrowing amount from $275 million to $375 million, extend the maturity date to June 16, 2016, and reduce the interest rates, commitment fees and interest coverage requirements.

Repurchase of Company Stock. – During fiscal 2011, we repurchased $108.7 million of our common stock which consisted of 3.3 million shares of our voting common stock (CENT) at an aggregate cost of approximately $30.2 million, or approximately $9.10 per share and 8.6 million shares of our non-voting Class A common stock (CENTA) at an aggregate cost of approximately $78.5 million, or approximately $9.08 per share. During the third quarter of fiscal 2011, we completed the $100 million share repurchase program our Board of Directors authorized in July 2010, and our Board of Directors authorized a new $100 million share repurchase program, under which approximately $72 million remains available for repurchases in fiscal 2012 and thereafter.

Transformational Change. – In fiscal 2011, we embarked on a process of transformational change, consisting of a comprehensive series of organizational and operational initiatives intended to improve our sales and marketing, margin and operational effectiveness while reducing costs. We expect to implement these initiatives over a period of two to three years. The strategic objective of these initiatives is to transform the Company from a portfolio of separately run businesses into an integrated, multi-brand company. In connection with this change, we are strengthening our management team, reorganizing business units, consolidating facilities, developing a system of shared services and eliminating duplicative services, standardizing processes, training employees in new approaches and investing in systems, facilities and people. For example, in fiscal 2011, we began the process of combining our Garden and Pet Supply chains as an integrated unit responsible for distribution, transportation, manufacturing, sourcing and sales and operations planning.

There can be no assurance that we will be able to successfully implement the transformational change initiative or that we will be able to do so within the anticipated two to three year time period. During the process of implementation we will be making substantial investments in our business and will incur substantial transitional costs, which will adversely affect our operating results.

## Competitive Strengths

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

- Market Leadership Positions Built on a Strong Brand Portfolio. We are one of the leaders in the premium branded U.S. pet supplies market and in the U.S. consumer lawn and garden supplies market. We have a diversified portfolio of brands, most of which we believe are among the leading brands in their respective U.S. market categories. The majority of our brands have been marketed and sold for more than 20 years.



- Innovative New Products. We have developed a reputation for introducing innovative and high quality products. We continuously seek to introduce new products at a reasonable cost, both as complementary extensions of existing product lines and as new product categories. We have received 19 industry awards for our new pet products in the last three years.

- Strong Relationships with Retailers. We have developed strong relationships with major and independent retailers through product innovation, premium brand names, broad product offerings, proprietary sales and logistics capabilities and a high level of customer service. Major retailers value the efficiency of dealing with suppliers with national scope and strong brands. These strengths have made us one of the largest pet supplies vendors to PETsMART, PETCO and Wal*Mart and among the largest lawn and garden supplies vendors to Wal*Mart, Home Depot and Lowe's. In 2011, we were named Home Depot's Partner of the Year in the Outdoor Garden Category. Our ability to service large retailers, to meet their unique needs for packaging and point of sale displays and to offer new innovative products provides us with a competitive advantage. Independent retailers value our high level of customer service and broad array of premium branded products. We are a leading supplier to independent pet supplies retailers in the United States.

- Favorable Long-Term Industry Characteristics. The pet and lawn and garden supplies markets in the U.S. have grown and are expected to continue to grow over the long-term due to favorable demographic and leisure trends. The key demographics bolstering our markets are the growth rates in the number of children under 18 and the number of adults over age 55. Households with children tend to own more pets, and adults over 55 are more likely to be “empty nesters” who keep pets as companions and have more disposable income and leisure time available for both pets and garden activities. According to the 2011-2012 APPA National Pet Owners Survey, the number of U.S. pet owners in recent years has reached record highs, with 73 million households, or 62%, owning a pet.

- Sales and Logistics Networks. We are a leading supplier to independent specialty retailers for the pet and lawn and garden supplies markets through our sales and logistics networks. We believe our sales and logistics networks give us a significant competitive advantage over other suppliers. These networks provide us with key access to independent pet specialty retail stores and retail lawn and garden customers that require two-step distribution for our branded products facilitating:

• acquisition and maintenance of premium 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 sales people and our sales and logistics networks to expand sales of our branded products.

Experienced and Incentivized Management Team. Our senior management team has significant experience in the pet and lawn and garden supplies industries. William E. Brown, our Chairman and Chief Executive Officer, has over 30 years of industry experience. Mr. Brown also owns approximately 12.7% of our outstanding stock. Gus Halas, the President and Chief Executive Officer of the Central Operating Companies, has led successful transformational change initiatives at a number of other companies in a variety of industries.



## Business Strategy

Our objective is to increase market share, revenue, cash flow and profitability by enhancing our position as one of the leading companies in the U.S. pet supplies industry and lawn and garden supplies industry. To achieve our objective, we plan to capitalize on our strengths and the favorable industry trends by implementing the following key elements of our business strategy:

- Pursue Transformational Change. The strategic objective of our transformational change initiative is to transform our company from a portfolio of separately run businesses into an integrated, multi-brand company, thereby eliminating inefficiencies and unnecessary costs for our business and enabling us to compete more effectively. In connection with this change, we are reorganizing operating units, consolidating facilities, developing a system of shared services and eliminating duplicative services, adding to our management team, standardizing processes, training employees in new approaches and investing in systems, facilities and people.

- Build Existing Brands. With our broad product assortment, strong brand names, strong sell-through and innovative products and packaging, we believe we can further strengthen our relationships with existing retailers to increase shelf space and sales. Under our master branding strategy, we are moving to consolidate certain brands and expand others. We are utilizing some of our strongest brands to drive new products and brand extensions as we did during fiscal 2011 with Pennington grass seed, where we substantially increased our investment in the brand behind a new positioning and communicated to the consumer through a wide range of channels. We believe that the strength of our major customers provides us with a solid foundation for future growth. We intend to gain market share in the home centers, mass market, grocery, specialty pet store and independent channels. We intend to add new retailers through marketing and sales personnel dedicated to these channels, as well as our innovative product introductions and packaging. We will continue to focus on using our sales and logistics network to emphasize sales of our higher margin, proprietary brands and to use efficient supply chain capabilities that enable us to provide retailers with high service levels and consistent in-stock positions.

- Continue New Product and Packaging Innovation. We will continue to build and leverage the strength of our leading brand names by introducing innovative new products and packaging, extending existing product lines and entering new product categories. Our product strategy seeks to capitalize on fulfilling consumer needs, our strong brand names, established customer relationships and history of product innovation. We have also made investments in our corporate sales and marketing infrastructure in the areas of product development, category management and key account sales support.

- Improve Margins. We believe there are opportunities to improve our gross and operating margins through increased sales of our higher margin, innovative branded products, timely price increases and cost reductions and leveraging of our existing infrastructure. Since fiscal 2004, we have continued to consolidate our sales and logistics centers, made capital improvements and consolidated some of our manufacturing facilities to reduce costs and improve manufacturing efficiencies. We are accelerating this effort as part of our new transformational change initiative. For example, we have reduced the number of sales and logistics warehouses from 34 in 2008 to 27 at the end of fiscal 2011 and expect further consolidations of approximately six facilities during the first half of fiscal 2012. Although gross margins improved from fiscal 2004 through fiscal 2010, they declined significantly in fiscal 2011 as we, along with many other consumer products companies, continued to experience the impact of the rising costs of raw materials. We are working with our key retail partners to implement price increases on our products as we strive to strike the right balance between pricing and our goal to deliver value to the consumer.

- Pursue Strategic Acquisitions. We plan to continue to make selected strategic acquisitions of branded product companies that complement our existing brands and product offerings. Management has substantial experience in acquiring branded products companies. By leveraging our marketing, manufacturing and sales and logistics capabilities, we believe we can increase the sales and improve the operating efficiencies of acquired companies. We look for companies with the potential to have the



top one or two brands in their respective categories. The characteristics we generally seek when evaluating target companies are strong brand names, high quality and innovative product offerings, an experienced management team and a history of organic earnings growth.

- Reduce Our Investment In Working Capital. We believe there are opportunities to continue to reduce our investment in working capital by focusing on specific balance sheet metrics. In particular, we believe that our supply chain initiatives will enable us to substantially reduce our investment in inventory and have established a target of reducing inventories during fiscal 2012 by approximately $60 million.

## Products – General

The following table indicates each class of similar products which represented more than 10% of our consolidated net sales in the fiscal years presented (in millions).

<table><tr><td>Category</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>Pet Supplies (excluding bird feed)</td><td>$ 773.1</td><td>$ 766.5</td><td>$ 756.8</td></tr><tr><td>Garden chemicals and control products</td><td>260.0</td><td>255.5</td><td>270.5</td></tr><tr><td>Other garden supplies</td><td>212.1</td><td>196.0</td><td>211.8</td></tr><tr><td>Bird feed</td><td>197.5</td><td>168.9</td><td>200.7</td></tr><tr><td>Grass seed</td><td>185.9</td><td>136.7</td><td>174.5</td></tr><tr><td>Total</td><td>$1,628.6</td><td>$1,523.6</td><td>$1,614.3</td></tr></table>

## Pet Products Business

## Overview

We are one of the leading marketers and producers of premium branded pet supplies in the United States. We believe that most of our brands are the number one or two brands in their respective U.S. market categories. In addition, Pet Products operates the largest sales and logistics network in the industry, which strategically supports its brands. In fiscal 2011, Pet Products accounted for $851.3 million of our consolidated net sales and $77.6 million of our consolidated income from operations before corporate expenses and eliminations.

## Industry Background

According to the 2011-2012 APPA National Pet Owners Survey, U.S. pet ownership is at its highest level, with 73 million households, or 62%, owning a pet. During the past decade, the number of pet-owning households increased 15%.

The pet industry includes food, supplies, veterinarian care and services and live animals. We operate primarily in the pet supplies segment of the industry. This segment includes: products for dogs and cats, including edible bones, premium healthy edible and non-edible chews, leashes, collars, toys, pet carriers, grooming supplies and other accessories; products for birds, small animals and specialty pets, including food, cages and habitats, toys, chews and related accessories; animal and household health and insect control products; products for fish, reptiles and other aquarium-based pets, including aquariums, furniture and lighting fixtures, pumps, filters, water conditioners and supplements, and information and knowledge resources; and products for horses and livestock. According to Mintel, U.S. retail sales of pet food and supplies in 2016 are expected to total $31.9 billion, from $28.2 billion in 2010. We also operate in the super premium category of dog and cat food and treats. Mintel estimates the total pet food market to be $20.8 billion in 2016. Packaged Facts asserts the pet food market is experiencing an “upscale thrust,” featuring products that are natural, functional and address specific dietary needs of animals, primarily dogs and cats. We estimate the current applicable market opportunity for our high-end, premium and super-premium dog and cat food and treats to be approximately $3.8 billion.



We believe this growth is due in significant part to favorable demographic and leisure trends, which we expect to continue, albeit potentially at a slower rate due to recessionary pressures in the broader U.S. economy. The key demographics bolstering the U.S. pet supplies market are the growth rates in the number of children under 18 and the number of adults over age 55. According to U.S. census data, 42% of the population will be 45 years or older by 2015. Households with children tend to own more pets, and adults over 55 are more likely to be “empty nesters,” who keep pets as companions and have more disposable income and leisure time available for pets. In addition, many pet supplies products (e.g., dog and cat food, dog chews, bird food, grooming supplies, pest control, etc.) are routinely consumed and replenished.

The U.S. pet supplies market is highly fragmented with approximately 1,400 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 must rely on us or other independent distributors to supply their products to regional pet specialty chains and independent retailers. According to Mintel, pet supplies sales are up eight percent over the last five years, indicating that this category has been able to weather the recession fairly well.

The pet food and supplies industry retail channel also remains fragmented, with approximately 7,600 independent pet supply stores in the United States and only two national specialty retailers, PETsMART and PETCO. These two “pet superstores” have grown rapidly, and pet products have also become a growing category in mass merchandisers, discounters and grocery outlets. PETsMART and PETCO typically offer the broadest product selection with competitive prices and a growing array of pet services. Mass merchandisers, supermarkets and discounters have historically carried a limited product assortment that features primarily pet food, but we believe these retailers are devoting more shelf space to meet increased consumer demand for premium pet supplies. Independent pet stores typically have a relatively broad product selection and attempt to differentiate themselves by offering premier brands and knowledgeable service.

## Proprietary Branded Pet Products

Our principal pet supplies categories are dog & cat, aquatics, bird & small animal/specialty pet food and animal health and nutrition products.

Dog & Cat. We are a leading marketer and producer of premium healthy edible and non-edible chews, super premium dog and cat food, toys, collars, leashes, grooming supplies, pet carriers and other accessories, and information and knowledge resources featuring the brands Nylabone, Four Paws, TFH, Pet Select, Interpet, Pet Love and Mikki \( ^{®} \) . Nylabone has a strong history of developing innovative new products such as the NutriDent \( ^{®} \)  Edible Dental Brush Chews, Toro and Lobo as well as numerous other award winning dog toys. Four Paws products include grooming supplies and toys, and TFH is a leading producer and publisher of pet books and magazines. Breeder’s Choice is regarded by the industry as one of the highest quality developers and manufacturers of super premium natural pet food and treats. Breeder’s Choice brands include Pinnacle \( ^{®} \) , AvoDerm \( ^{®} \) , Simply Natural \( ^{®} \)  and Active Care \( ^{®} \) .

Aquatics. We are a leading supplier of aquariums and related fixtures and furniture, water conditioners and supplements, sophisticated lighting systems and accessories featuring the brands Aqueon, Zilla, Oceanic Systems, Kent Marine, Coralife and Blagdon.

Bird & Small Animal/Specialty Pet. We are a leading marketer and producer of specialty pet food for birds, wild birds and small animals, vitamins and nutritional supplements, bird and small animal cages, habitats, transportation devices, toys and other accessories designed for the small animal marketplace featuring the brands Kaytee, Super Pet, Critter Trail \( ^{®} \)  and Canopy Scientific \( ^{®} \) . Kaytee is one of the largest producers of specialty bird feed.

Animal Health. We are a leading marketer and producer of flea, tick, mosquito and other insect control products produced by Wellmark International and sold primarily under the Zodiac, Altosid, Pre Strike and Extinguish \( ^{®} \)  brand names. Wellmark is the only domestic producer of (S)-Methoprene, which is an active



ingredient to control mosquitoes, fleas, ticks, ants and mites in many professional and consumer insect control applications. We also sell (S)-Methoprene to manufacturers of other insect control products, including Frontline Plus. In addition, through our Farnam operations, we are a leading manufacturer and marketer of innovative health care products for horses, household pets and livestock. Farnam’s portfolio of industry leading brands includes the Farnam umbrella brand, Equicare \( ^{®} \) , ComboCare \( ^{™} \) , IverCare \( ^{®} \) , Bronco \( ^{®} \) , Super Mask \( ^{®} \)  and Repel-X \( ^{®} \)  for horses, D-Worm \( ^{™} \) , BioSpot \( ^{®} \)  and Scratchex \( ^{®} \)  for household pets, and Adams \( ^{™} \)  and Bite Free \( ^{™} \)  insect controls for home and yard care.

## Sales Network

Our domestic sales network exists primarily to promote our proprietary brands and provides value-added service to approximately 4,500 independent specialty retail stores for our branded products. This includes acquisition and maintenance of premium shelf placement, prompt product replenishment, customization of retailer programs, quick response to changing customer and retailer preferences, rapid deployment and feedback for new products and immediate exposure for acquired brands. The network also sells many other manufacturers' brands of pet supplies and combines these products with our branded products into single shipments enabling our independent customers to deal with us on a cost effective basis to meet their pet supplies requirements. We also operate one sales and logistics facility in the United Kingdom.

## Sales and Marketing

Our sales strategy is multi-tiered and designed to capture maximum market share with retailers. Our customers include retailers, such as regional and national specialty pet stores, independent pet retailers, mass merchants, grocery and drug stores. In addition, we also serve the professional market with insect control and health and wellness products to veterinarians, municipalities, farmers and equine product suppliers. PETsMART accounted for approximately 12% of Pet Products' net sales in fiscal 2011, 11% in fiscal 2010 and 10% in fiscal 2009. PETCO is also a significant customer.

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

• dedicated account teams servicing our largest customers;

• a group of account managers focused on regional chains;

• a geographic based group of territory managers dedicated to the independent retailer; and

• a specialized group of account managers dedicated to the professional and equine markets.

These sales teams deliver our marketing strategy that is consumer, brand and channel driven. We provide value creation with a focus on innovation, product quality and performance, premium packaging, product positioning and consumer value. To execute with excellence, 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.

## Competition

The pet supplies industry is highly competitive and has experienced considerable consolidation in the last five years. Our branded pet products compete against national and regional branded products and private label products produced by various suppliers. Our largest competitors in most product categories are Spectrum Brands and Hartz Mountain. Pet Products competes primarily on the basis of brand recognition, innovation, upscale packaging, quality and service. Pet Products' sales and logistics operations compete with a number of smaller local and regional distributors, with competition based on product selection, price, value-added services and personal relationships.



## Garden Products Business

## Overview

We are a leading company in the consumer lawn and garden market in the United States and offer both premium and value-oriented branded products. We market and produce a broad array of premium brands, including Pennington, The Rebels, AMDRO, Grant's, Lilly Miller, Ironite, Sevin, Over'n Out, Norcal Pottery, New England Pottery, GKI/Bethlehem Lighting and Matthews Four Seasons. We also produce value brands at lower prices, including some Wal \( ^{*} \) Mart private label brands. In addition, Garden Products operates a sales and logistics network that strategically supports its brands. In fiscal 2011, Garden Products accounted for 777.3 million of our consolidated net sales and 50.0 million of our consolidated income from operations before corporate expenses and eliminations.

## Industry Background

We believe that gardening is one of the most popular leisure activities in the United States, although in recent years our garden segment has been adversely impacted by the global recessionary economic environment. Packaged Facts asserts that the economy has brought more homeowners into their yards. The key demographic bolstering our lawn and garden market is the growth rate in the number of adults over age 55, who are more likely to be “empty nesters” and have more disposable income and leisure time available for garden activities. As the baby boom generation ages, this segment is expected to grow faster than the total population. According to U.S. census data, 42% of the population will be 45 years or older in 2015. We believe that this demographic should increase the number of lawn and garden product users. With more people gardening in their yards and the potential trends of food gardening and organic gardening, we perceive this market as staying intact and showing slow positive growth. We estimate the retail sales of the lawn and garden supplies industry in the categories in which we participate to be approximately $6 billion. We believe that the industry will continue to grow, albeit potentially at a slower rate in the near term due to recessionary pressures in the broader U.S. economy.

Lawn and garden products are sold to consumers through a number of distribution channels, including home centers, mass merchants, independent nurseries and hardware stores. Home and garden centers and mass merchants often carry one or two premium product lines or brands and one value brand. Due to the rapid expansion and consolidation of mass merchants and home and garden centers in the last 15 years, the concentration of purchasing power for the lawn and garden category has increased dramatically. We expect the growth of home and garden centers, such as Home Depot and Lowe's, and mass merchants, such as Wal*Mart, to continue to concentrate industry distribution.

## Proprietary Branded Lawn and Garden Products

Our principal lawn and garden product lines are grass seed, wild bird feed, insect control products, lawn and garden care products, decorative outdoor patio products and Christmas products and lighting. Our Pennington brand is one of the largest in grass seed and wild bird feed, and our Amdro brand is a leading portfolio of fire ant bait products. We are also a leading marketer of indoor and outdoor pottery products through our Norcal Pottery and New England Pottery brands.

Grass Seed. We are a leading marketer and producer of numerous mixtures and blends of cool and warm season turf grass for both the residential and professional markets, as well as forage and wild game seed mixtures. We sell these products under the Pennington Seed, Pennington, Penkoted \( ^{®} \) , Max-Q \( ^{®} \) , ProSelect \( ^{™} \) , Tournament Quality \( ^{CM} \) , MasterTurf \( ^{®} \) , The Rebels and Smart Seed \( ^{®} \)  brand names. We also produce private label brands of grass seed and a label exclusive to Wal*Mart. The Pennington grass seed manufacturing facilities are some of the largest and most modern seed conditioning facilities in the industry. In fiscal 2011, Pennington Seed relaunched Smart Seed and 1-Step Complete \( ^{™} \)  in its premium grass seed line with new positioning and new packaging supported by increased advertising to reinforce the benefits of these premium products. Smart Seed is a drought-tolerant grass seed product that develops strong, deep root systems and requires up to 30% less water.



compared to ordinary grass seed. 1-Step Complete is a pre-mixed combination of mulch, Smart Seed premium grass seed and fertilizer that grows thicker and requires less water to establish.

Wild Bird Products. We are a leading marketer and producer of wild bird feed, bird feeders, bird houses and other birding accessories in the United States. These products are sold primarily under the Pennington brand name. Our wild bird feed is treated with Bird-Kote \( ^{®} \) , a nutritious coating made up of vegetable oil fortified with oil-soluble vitamins and elements needed by wild birds.

Lawn and Garden Chemicals. We are a leading marketer of lawn and garden weed, moss, insect and pest control products and soil supplements and stimulants. We sell these products under the Knockout \( ^{®} \) , Strike \( ^{®} \) , Lilly Miller, Maxide \( ^{®} \) , Alaska Fish Fertilizer \( ^{®} \) , IMAGE \( ^{®} \) , Sevin, Over'n Out and RooTone \( ^{®} \)  brand names and the Eliminator private label for Wal*Mart. We are also a leading marketer of fire ant bait, sold primarily in the southern United States, under the AMDRO brand name. In addition, we market ant baits, animal repellents and garden aid products under the Grant's brand name. We manufacture several lines of lawn and garden fertilizers and soil supplements, in granular and liquid form, under the Pennington, Pro Care, Ironite and other private and controlled labels.

Decorative Patio, Garden and Seasonal Products. We are a leading marketer of decorative indoor and outdoor pottery products in the United States. We sell these products under the Pennington, Norcal Pottery and New England Pottery brand names which include terra cotta, stoneware, ceramic and porcelain pots. We also market seasonal Christmas products and lighting under the brand name GKI/Bethlehem Lighting, and we manufacture a complete line of wooden garden products, including planters, barrel fountains, arbors and trellises that are sold under the Matthews Four Seasons brand name.

## Sales Network

Our sales and logistics network exists primarily to promote our proprietary brands and provides us with key access to retail stores for our branded products, acquisition and maintenance of premium 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 acquired brands and comprehensive and strategic information. The network also sells other manufacturers' brands of lawn and garden supplies and combines these products with our branded products into single shipments enabling our customers to deal with us on a cost-effective basis to meet their lawn and garden supplies requirements.

## Sales and Marketing

The marketing strategy for our premium products is focused on meeting consumer needs through product performance, innovation, quality, upscale packaging and retail shelf placement. The marketing strategy for our value products is focused on promotion of the quality and efficacy of our value brands at a lower cost relative to premium brands. Our customers include retailers, such as mass merchants, home improvement centers, independent lawn and garden nurseries, drug and grocery stores, and professional end users. Sales to Wal*Mart represented approximately 28%, 31% and 32%, sales to Home Depot represented approximately 15%, 18% and 14%, and sales to Lowe's represented approximately 24%, 22% and 22% of Garden Products' net sales in fiscal 2011, 2010 and 2009, respectively.

To maximize our product placement and visibility in retail stores, we market our products through the following four complementary strategies:

• dedicated sales forces represent our combined brand groups;

- retail sales and logistics network, which provides in-store training and merchandising for our customers, especially during the prime spring and summer seasons;

- dedicated account-managers and sales teams located near and dedicated to serve several of our largest customers; and

• selected independent distributors who sell our brands.



Our marketing department begins with the voice of the customer, initiates the product development process and develops our consumer and retailer support plans, including broadcast, print, internet advertising and other media.

## 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. Our turf and forage grass seed products, fertilizers, pesticides and combination products compete principally against products marketed by The Scotts Miracle-Gro Company (“Scotts”). Scotts’ dominant position in the lawn and garden industry is a significant competitive disadvantage for our similar garden products. In addition, Spectrum Brands is a strong competitor in yard and household insecticides. Garden Products competes primarily on the basis of its strong premium and value brands, quality, service, price and low cost manufacturing. Garden Products’ sales and logistics operations also compete with a large number of distributors, with competition based on price, service and personal relationships.

## Supply Chain

We operate one integrated Supply Chain responsible for manufacturing, logistics, purchasing and sales and operations planning.

## Manufacturing

Central manufactures the majority of its branded products in 39 manufacturing facilities, located primarily in the United States. In addition, certain of our proprietary branded products are manufactured by contract manufacturers. We have entered into an exclusive arrangement with a third party to manufacture (S)-Methoprene, the active ingredient in our flea and tick control products.

## Purchasing

Central purchases must of its raw materials from a number of different suppliers. In addition, we purchase one of the raw materials used to manufacture (S)-Methoprene from a single source of supply. The Company maintains an inventory of this raw material (in addition to our (S)-Methoprene inventory) to reduce the possibility of any interruption in the availability of (S)-Methoprene, but a prolonged delay in obtaining (S)-Methoprene or this raw material could result in a temporary delay in product shipments and have an adverse effect on Pet Products' financial results.

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

The principal raw materials required for the 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. In order to ensure an adequate supply of grains and seed to satisfy expected production volume, Central enters into contracts to purchase a portion of its expected grain and seed requirements at future dates by fixing the quantity, and often the price, at the commitment date. Although we have never experienced a severe interruption of supply, we are exposed to price risk with respect to the portion of our supply which is not covered by contracts with a fixed price.

From the fourth quarter of fiscal 2006 to fiscal 2008, prices for some of our key raw material inputs increased substantially. In fiscal 2009 and fiscal 2010, grain costs declined due primarily to deflationary pressures impacting the broader economy. During fiscal 2011, prices for some of our key inputs increased substantially. Our weighted average cost per pound for our primary grains increased approximately 41% for fiscal year 2011 compared to fiscal 2010. Although we have been able to negotiate some price increases with our retailers, these price increases have not fully offset the rising costs.



## Logistics Network

Our distribution network consists of 26 facilities strategically placed across the United States to allow us to service both our Mass Market customers as well as over 12,000 independent specialty retail stores for our branded products. 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.

## Significant Customers

Wal*Mart, our largest customer, represented approximately 16%, 17% and 18% of our total company net sales in fiscal 2011, 2010 and 2009, respectively, and represented approximately 28%, 31% and 32% of Garden Products' net sales in fiscal 2011, 2010 and 2009, respectively. Sales to Home Depot represented approximately 15%, 18% and 14% of Garden Products' net sales in fiscal 2011, 2010 and 2009, respectively. Sales to Lowe's represented approximately 12%, 10% and 11% of our total company net sales in fiscal 2011, 2010 and 2009, respectively, and represented approximately 24% of Garden Products' net sales in fiscal 2011 and 22% in both fiscal 2010 and 2009. PETSMART represented approximately 12% of Pet Products' net sales in fiscal 2011, and 11% in both fiscal 2010 and fiscal 2009. PETCO is also a significant customer.

## Patents 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 consider the development of patents through creative research and the maintenance of an active patent program to be advantageous to our business, but we do not regard the holding of 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, including certain technology used in the Wellmark operations for the production of (S)-Methoprene, which has been licensed to us from Novartis. This license is perpetual but non-exclusive. In addition, we have developed certain improvements that are proprietary to us relating to the synthesis of (S)-Methoprene. The success of certain portions of our business, especially our Wellmark operations, partly depends on our ability to continue to maintain trade secret information which has been licensed to us, and to keep both licensed and owned trade secret information confidential.

Along with patents, active ingredient registrations, end use product registrations and trade secrets, we own a number of 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.

## Employees

As of September 24, 2011, we had approximately 4,300 employees of which approximately 3,900 were full-time employees and 400 were temporary or part-time employees. We also hire substantial numbers of additional temporary employees for the peak lawn and garden shipping season of February through June to meet the increased demand experienced during the spring and summer months. The majority of our temporary employees are paid on an hourly basis. Except for approximately 33 employees at a Kaytee facility in Rialto, California, none of our employees are represented by a labor union. We consider our relationships with our employees to be good.

## 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. 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. Fertilizer products are also subject to state Department of Agriculture registration and foreign labeling regulations. Grass seed is also subject to state, federal and foreign labeling regulations.

The Food Quality Protection Act (FQPA), establishes a standard for food-use pesticides, which is a reasonable certainty that no harm will result from the cumulative effect of pesticide exposures. Under this Act, the EPA is evaluating the cumulative risks from dietary and non-dietary exposures to pesticides. The pesticides in our products, which are also used on foods, will be evaluated by the EPA as part of this non-dietary exposure risk assessment.

In addition, the use of certain pesticide and fertilizer products is regulated by various local, state, federal and foreign environmental and public health agencies. 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, also regulate pet food products and give regulatory authorities the power to recall or require re-labeling of products. We believe we are in substantial compliance or are taking steps to ensure that we are in compliance with these provisions.

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. With 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.



## Executive Officers

The following table sets forth the name, age and position of our executive officers as of October 31, 2011.

<table><tr><td>Name</td><td>Age</td><td>Position</td></tr><tr><td>William E. Brown</td><td>70</td><td>Chairman of the Board and Chief Executive Officer</td></tr><tr><td>Gus Halas</td><td>60</td><td>President and Chief Executive Officer of the Central Operating Companies</td></tr><tr><td>Lori A. Varlas</td><td>49</td><td>Senior Vice President, Chief Financial Officer and Secretary</td></tr><tr><td>Janet M. Brady</td><td>57</td><td>Senior Vice President, Human Resources</td></tr><tr><td>Frank Palantoni</td><td>54</td><td>President - Pet Products</td></tr><tr><td>Michael A. Reed</td><td>63</td><td>Executive Vice President and President - Garden Products</td></tr><tr><td>Paul Hibbert</td><td>42</td><td>Senior Vice President, Supply Chain</td></tr><tr><td>George Yuhas</td><td>59</td><td>General Counsel</td></tr></table>

William E. Brown. Mr. Brown has been our Chairman since 1980. Since October 2007, Mr. Brown has also served as our Chief Executive Officer, a position he previously held from 1980 to June 2003. From 1977 to 1980, Mr. Brown was Senior Vice President of the Vivitar Corporation with responsibility for Finance, Operations, and Research & Development. From 1972 to 1977, he was with McKesson Corporation where he was responsible for its 200-site data processing organization. Prior to joining McKesson Corporation, Mr. Brown spent the first 10 years of his business career at McCormick, Inc. in manufacturing, engineering and data processing.

Gus Halas. Mr. Halas has served as President and Chief Executive Officer of the Central Operating Companies since April 2011. Mr. Halas was a consultant to the Company from 2009 until April 2011. From 2003 to 2009, Mr. Halas was Chairman, President and CEO of T3 Energy Services. He previously served as President and Chief Executive Officer of Clore Automotive and Marley Cooling Tower Company and held senior executive positions with a number of other companies including Ingersoll-Dresser Pump Company and Sulzer Industries.

Lori A. Varlas. Ms. Varlas has been Senior Vice President, Chief Financial Officer and Secretary since December 2010. From 2006 to 2010 Ms. Varlas served as Vice President Finance at Sun Microsystems. Prior to joining Sun, Ms. Varlas was Vice President of Finance at Peoplesoft and held a variety of senior finance positions from 1998 to 2005. Ms. Varlas also held positions at Chiron Corporation, Specialty Foods and Price Waterhouse.

Janet Brady. Ms. Brady has been our Senior Vice President, Human Resources since February 2011. Ms. Brady was an executive at the Clorox Company from 1976 to 2003 and served as its Vice President, Human Resources from 1993 to 2003.

Frank Palantoni. Mr. Palantoni has been our President – Pet Products division since February 2011. From 2006 to 2011, Mr. Palantoni was chief executive officer of P3 Capital Management LLC, an advisory and private equity firm specializing in consumer goods acquisitions and product development. He previously served as president and chief executive officer of Prestige Brands, Inc. and as a senior executive of Novartis Pharmaceuticals AG, Gerber Products Company and Groupe Danone.

Michael A. Reed. Mr. Reed has been Executive Vice President since June 2000 and President of the Garden Products division since October 2007. Mr. Reed served as President of the Pet Products division from 2003 to 2004. Previously, Mr. Reed served as President and CEO of PM Ag Products, Inc., a wholly owned subsidiary of global agri-business Tate & Lyle, PLC.



Paul Hibbert. Mr. Hibbert has been Senior Vice President, Supply Chain since October 2011 and for the prior two years served as Vice President, Supply Chain Garden Products. In 2009, Mr. Hibbert served as a supply chain consultant for BioLab, Inc./Chemtura. From 2007 to 2008, Mr. Hibbert was the Vice President Supply Chain for United Industries. From 2003 to 2007, he was the Director of Supply Chain with Biolab, Inc.

George Yuhas. Mr. Yuhas has been our General Counsel since March 2011. He previously served as a partner specializing in litigation at Orrick, Herrington & Sutcliffe LLP since 1984.

## Available Information

Our web site is www.central.com. We make available free of charge, on or through our web site, our annual, quarterly and current reports, and any amendments to those reports, as soon as reasonably practicable after electronically filing or furnishing such reports with the Securities and Exchange Commission. Information contained on our web site is not part of this report.

## Item 1A. Risk Factors.

This Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of factors both in and out of our control, including the risks faced by us described below and elsewhere in this Form 10-K.

You should carefully consider the risks described below. In addition, the risks described below are not the only ones facing us. We have only described the risks we consider to be material. However, there may be additional risks that are viewed by us as not material at the present time or are not presently known to us. Conditions could change in the future, or new information may come to our attention that could impact our assessment of these risks.

If any of the events described below were to occur, our business, prospects, financial condition and/or results of operations could be materially adversely affected. When we say below that something could or will have a material adverse effect on us, we mean that it could or will have one or more of these effects. In any such case, the price of our common stock could decline, and you could lose all or part of your investment in our company.

We are in the process of implementing a transformational change within our company, which could result in increased expenses over the next few years.

In fiscal 2011, we embarked on a process of transformational change, consisting of a comprehensive series of organizational and operational initiatives intended to improve our sales and marketing, margin and operational effectiveness while reducing costs. We expect to implement these initiatives over a period of two to three years. The strategic objective of these initiatives is to transform the Company from a portfolio of separately run businesses into an integrated, multi-brand company. In connection with this change, we are strengthening our management team, reorganizing operating units, consolidating facilities, developing a system of shared services and eliminating duplicative services, standardizing processes, training employees in new approaches and investing in systems, facilities and people. For example, in fiscal 2011, we began the process of combining our Garden and Pet Supply chains as an integrated unit responsible for distribution, transportation, manufacturing, sourcing and sales and operations planning.

There can be no assurance that we will be able to successfully execute the transformational change initiative or that we will be able to do so within the anticipated two to three year time period. During the process of implementation we will be making substantial investments in our business and will incur substantial transitional costs. We anticipate that these investments and transitional costs will adversely affect our operating results for the next several quarters.



## Our operating results and cash flow are susceptible to fluctuations.

We expect to continue to experience variability in our net sales, net income and cash flow on a quarterly basis. Factors that may contribute to this variability include:

• fluctuations in prices of commodity grains and other input costs;

• seasonality and adverse weather conditions during peak gardening seasons;

• shifts in demand for lawn and garden products;

• shifts in demand for pet products;

• changes in product mix, service levels, marketing and pricing by us and our competitors;

• the effect of acquisitions, including the costs of acquisitions that are not completed; and

• economic stability of and strength of our relationship with retailers.

These fluctuations could negatively impact our business and the market price of our common stock.

Seeds and grains we use to produce bird feed and grass seed are commodity products subject to price volatility that has had, and could have, a negative impact on us.

Our financial results are partially dependent upon the cost of raw materials and our ability to pass along increases in these costs to our customers. In particular, our Pennington and Kaytee subsidiaries are exposed to fluctuations in market prices for commodity seeds and grains used to produce bird feed. Historically, market prices for commodity seeds and grains have fluctuated in response to a number of factors, including changes in United States government farm support programs, changes in international agricultural and trading policies and weather conditions during the growing and harvesting seasons.

To mitigate our exposure to changes in market prices, we enter into purchase contracts for grains, bird feed and grass seed to cover up to approximately one-third of the purchase requirements for a selling season. Since these contracts cover only a portion of our purchase requirements, as market prices for such products increase, our cost of production increases as well. In contrast, if market prices for such products decrease, we may end up purchasing grains and seeds pursuant to the purchase contracts at prices above market.

From the fourth quarter of fiscal 2006 to fiscal 2008, prices for some of our key crops increased substantially. In fiscal 2009 and fiscal 2010, grain costs declined due primarily to deflationary pressures impacting the broader economy.

During fiscal 2011, prices for some of our key crops increased substantially. Our weighted average cost per pound for our primary grains increased approximately 41% for fiscal year 2011 compared to fiscal 2010. Although we have been able to negotiate some price increases with our retailers, these price increases have not fully offset the rising costs, which has resulted in margin erosion. We can provide no assurance as to the timing or extent of our ability to implement additional price adjustments in the context of rising costs or in the event of increased costs in the future. Similarly, we can provide no assurance of our ability to retain pricing with our retailers in the context of declining costs. We also cannot predict to what extent price increases may negatively affect our sales volume. As retailers pass along price increases, consumers may shift to our lower margin pet bird feed, switch to competing products or reduce purchases of wild bird feed products.

A decline in consumers’ discretionary spending or a change in consumer preferences could reduce our sales and harm our business.

Our sales ultimately depend on consumer discretionary spending, which is influenced by factors beyond our control, including general economic conditions, the availability of discretionary income and credit, weather, consumer confidence and unemployment levels. For fiscal 2009 and 2010, we experienced declines in sales as the result of the economic downturn. Any material decline in the amount of consumer discretionary spending



could reduce our sales and harm our business. Since substantially all of our sales are in the United States, a declining U.S. economy may have a greater impact on us than on our competitors, some of which have substantial international sales. These economic and market conditions, combined with continuing difficulties in the credit markets and the resulting pressures on liquidity, may also place a number of our key retail customers under financial stress, which would increase our credit risk and potential bad debt exposure.

The success of our business also depends in part on our ability to identify and respond to evolving trends in demographics and consumer preferences. For example, from fiscal 2006 through fiscal 2009, the demand for aquatics products declined significantly. In fiscal 2010 and 2011, the demand for aquatic products stabilized. Similarly, in fiscal 2010, the demand for wild bird feed declined and in fiscal 2011, demand increased. Our failure to timely identify or effectively respond to changing consumer tastes, preferences, spending patterns and lawn and garden and pet care needs could adversely affect the demand for our products and our profitability.

Inflation, deflation, economic uncertainty and other adverse macro-economic conditions may harm our business.

Our revenues and margins are dependent on various economic factors, including rates of inflation or deflation, energy costs, consumer attitudes toward discretionary spending, currency fluctuations, and other macro-economic factors which may impact levels of consumer spending. In fiscal 2007 and 2008, we were adversely impacted by rising input costs related to domestic inflation, particularly relating to grain and seed prices, fuel prices and the ingredients used in our garden fertilizer and chemicals, and many of our other input costs. The rising costs made it difficult for us to increase prices to our retail customers at a pace to enable us to return to historical margins. In 2009 and 2010, our business was negatively impacted by the downturn in the housing market and by the declining in consumer confidence, as well as other macro-economic factors. More recently, we have experienced a significant increase in raw material input costs. If we are unable to pass through rising input costs and raise the price of our products, or consumer confidence continues to weaken, we may experience gross margin declines.

## Supply disruptions in pet birds and small animals may negatively impact our sales.

The federal government and many state governments increased restrictions on the importation of pet birds and the supply of small animals. These restrictions resulted in reduced availability of new pet birds and animals and thus reduced demand for pet bird and small animal food and supplies. If these restrictions become more severe, our future sales of these products would likely suffer, which would negatively impact our profitability. In addition, some countries experienced outbreaks of avian flu. While the number of cases worldwide has declined, a significant outbreak in the United States would reduce demand for our pet and wild bird food and negatively impact our financial results.

## Our lawn and garden sales are highly seasonal and subject to adverse weather.

Because our lawn and garden products are used primarily in the spring and summer, Garden Products' business is seasonal. In fiscal 2011, approximately 67% of Garden Products' net sales and 60% of our total net sales occurred during our second and third fiscal quarters. Substantially all of Garden Products' operating income is generated in this period. Our working capital needs and our borrowings generally peak in our second fiscal quarter, because we are generating lower revenues while incurring expenses in preparation for the spring selling season. If cash on hand and borrowings under our credit facility are ever insufficient to meet our seasonal needs or if cash flow generated during the spring and summer is insufficient to repay our borrowings on a timely basis, this seasonality could have a material adverse effect on our business.

Because demand for lawn and garden products is significantly influenced by weather, particularly weekend weather during the peak gardening season, our results of operations and cash flow could also be adversely affected by certain weather patterns such as unseasonably cool or warm temperatures, water shortages or floods.



## Rising energy prices could adversely affect our operating results.

During fiscal 2007 and 2008, energy prices increased dramatically, which resulted in increased fuel costs for our businesses and raw materials costs for many of our branded products. Although energy prices declined in 2009, energy costs increased during 2010 and have been volatile in 2011. Rising energy prices in the future could adversely affect consumer spending and demand for our products and increase our operating costs, both of which would reduce our sales and operating income.

## We depend on a few customers for a significant portion of our business.

Wal*Mart, our largest customer, accounted for approximately 16% of our net sales in fiscal 2011, 17% in fiscal 2010 and 18% in fiscal 2009. Lowe's accounted for approximately 12% of our net sales in fiscal 2011, 10% in fiscal 2010 and 11% in fiscal 2009. In addition, Home Depot, PETsMART and PETCO are also significant customers, although each accounted for less than 10% of our net sales and, together with Wal*Mart and Lowe's, accounted for approximately 45% of our net sales in fiscal 2011, 46% in fiscal 2010 and 46% in fiscal 2009. The market share of many of these key retailers has increased and may continue to increase in future years.

The loss of, or significant adverse change in, our relationship with any of these key retailers could cause our net sales, income from operations and cash flow to decline. The loss of, or reduction in, orders from any significant customer, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major customer could reduce our income from operations and cash flow.

## We may be adversely affected by trends in the retail industry.

With the growing trend towards retail trade consolidation, we are increasingly dependent upon key retailers whose leverage is growing. Our business may be negatively affected by changes in the policies of our retailers, such as inventory destocking, limitations on access to shelf space, price demands and other conditions. In addition, as a result of the desire of retailers to more closely manage inventory levels, there is a growing trend among retailers to make purchases on a “just-in-time” basis. This requires us to shorten our lead time for production in certain cases and to more closely anticipate demand, which could in the future require the carrying of additional inventories and an increase in our working capital and related financing requirements. This shift to “just-in-time” can also cause retailers to delay purchase orders, which can cause a shift in sales from quarter to quarter. Decisions to move in or out of a market category by leading retailers can also have a significant impact on our business.

A significant deterioration in the financial condition of one of our major customers could have a material adverse effect on our sales, profitability and cash flow. We continually monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing or liquidation by a key customer could have a material adverse effect on our business, results of operations and financial condition in the future.

## We cannot be certain that our product innovations and marketing successes will continue.

We believe that our past performance has been based on, and our future success will depend upon, in part, our ability to continue to improve our existing products through product innovation and to develop, market and produce new products. We cannot assure you that we will be successful in the introduction, marketing and production of any new products or product innovations, or that we will develop and introduce in a timely manner innovations to our existing products which satisfy customer needs or achieve market acceptance. Our failure to develop new products and introduce them successfully and in a timely manner could harm our ability to grow our business and could have a material adverse effect on our business, results of operations and financial condition.



Competition in our industries may hinder our ability to execute our business strategy, increase our profitability or maintain relationships with existing customers.

We operate in highly competitive industries, which have experienced increased consolidation in recent years. We compete against numerous other companies, some of which are more established in their industries and have substantially greater revenue and resources than we do. Our products compete against national and regional products and private label products produced by various suppliers. Our largest competitors in pet supplies products are Spectrum Brands and Hartz Mountain, and our largest competitors in lawn and garden products are Scotts and Spectrum Brands.

To compete effectively, among other things, we must:

• develop and grow brands with leading market positions;

• capture or grow market share;

• maintain our relationships with key retailers;

• continually develop innovative new products that appeal to consumers;

• implement effective marketing and sales promotion programs;

• maintain strict quality standards;

• deliver products on a reliable basis at competitive prices; and

• effectively integrate acquired companies.

Competition could lead to lower sales volumes, price reductions, reduced profits or losses, or loss of market share. Our inability to compete effectively could have a material adverse effect on our business, results of operations and financial condition.

## Our acquisition strategy involves a number of risks.

We have completed numerous acquisitions and intend to grow through the acquisition of additional companies.

We are regularly engaged in acquisition discussions with a number of companies and anticipate that one or more potential acquisition opportunities, including those that would be material, may become available in the near future. If and when appropriate acquisition opportunities become available, we intend to pursue them actively. Acquisitions involve a number of special risks, including:

- failure of the acquired business to achieve expected results, as well as the potential impairment of the acquired assets if operating results decline after an acquisition;

• diversion of management’s attention;

• failure to retain key personnel of the acquired business;

- additional financing, if necessary and available, which could increase leverage and costs, dilute equity, or both;

- the potential negative effect on our financial statements from the increase in goodwill and other intangibles;

• the high cost and expenses of identifying, negotiating and completing acquisitions; and

• risks associated with unanticipated events or liabilities.

These risks could have a material adverse effect on our business, results of operations and financial condition.



We have faced, and expect to continue to face, intense competition for acquisition candidates, which may limit our ability to make acquisitions and may lead to higher acquisition prices. We cannot assure you that we will be able to identify, acquire or manage profitably additional businesses or to integrate successfully any acquired businesses into our existing business without substantial costs, delays or other operational or financial difficulties. In future acquisitions, we also could incur additional indebtedness or pay consideration in excess of fair value, which could have a material adverse effect on our business, results of operations and financial condition.

## Our success depends upon our retaining key personnel.

Our future performance is substantially dependent upon the continued services of William E. Brown, our Chairman and Chief Executive Officer, Gus Halas, the President and Chief Executive Officer of the Central Operating Companies, and our other senior officers. The loss of the services of any of these persons could have a material adverse effect upon us. In addition, our future performance depends on our ability to attract and retain skilled employees. We cannot assure you that we will be able to retain our existing personnel or attract additional qualified employees in the future.

## We are implementing a new enterprise resource planning information technology system.

In fiscal 2005, we began incurring costs associated with designing and implementing SAP, a new company-wide enterprise resource planning software system with the objective of gradually migrating to the new system. Upon completion, this new system will replace our numerous existing accounting and financial reporting systems, most of which were obtained in connection with business acquisitions. We invested approximately an additional $13 million in fiscal 2011 for implementation. Capital expenditures for our new enterprise resource planning software system for fiscal 2012 and beyond will depend upon the pace of conversion for those remaining legacy systems. We are accelerating the pace of our enterprise resource planning conversion. If the accelerated implementation is not executed successfully, this could result in business interruption. If we do not complete the implementation of the project timely and successfully, we may experience, among other things, additional costs associated with completing this project and a delay in our ability to improve existing operations, support future growth and enable us to take advantage of new applications and technologies. All of this may also result in a distraction of management’s time, diverting their attention from our existing operations and strategy.

## Our inability to protect our trademarks and any other proprietary rights may have a significant, negative impact on our business.

We consider our trademarks to be of significant importance in our business. Although we devote resources to the establishment and protection of our trademarks, we cannot assure you that the actions we have taken or will take in the future will be adequate to prevent violation of our trademarks and proprietary rights by others or prevent others from seeking to block sales of our products as an alleged violation of their trademarks and proprietary rights. There can be no assurance that future litigation by or against us will not be necessary to enforce our trademarks or proprietary rights or to defend ourselves against claimed infringement or the rights of others. Any future litigation of this type could result in adverse determinations that could have a material adverse effect on our business, financial condition or results of operations. Our inability to use our trademarks and other proprietary rights could also harm our business and sales through reduced demand for our products and reduced revenues.

## Some of the products that we manufacture and distribute require governmental permits and also subject us to potential environmental liabilities.

Some of the products that we manufacture and distribute are subject to regulation by federal, state, foreign and local authorities. Environmental health and safety laws and regulations are often complex and are subject to change. Environmental health and safety laws and regulations may affect us by restricting the manufacture, sale 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. There is no assurance that in the future we may not be



adversely affected by such laws or regulations, incur increased operating costs in complying with such regulations or that we will not be subject to claims for personal injury, property damages or governmental enforcement. In addition, due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot predict with any certainty that future material capital expenditures will not be required.

In addition to operational standards, 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. With our extensive acquisition history, we have acquired a number of manufacturing and distribution facilities. Given the nature of the past operations conducted by us and others at these properties, there can be no assurance that all potential instances of soil or groundwater contamination have been identified, even for those properties where an environmental site assessment has been conducted. Future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to future remediation liabilities that may be material.

## Our business is dependent upon our ability to continue to source products from China.

We outsource a significant amount of our manufacturing requirements to third party manufacturers located in China. This international sourcing subjects us to a number of risks, including: the impact on sourcing or manufacturing of public health and contamination risks in China; social and political disturbances and instability; export duties, import controls, tariffs, quotas and other trade barriers; shipping and transportation problems; and fluctuations in currency values. Because we rely on Chinese third-party manufacturers for a substantial portion of our product needs, any disruption in our relationships with these manufacturers could adversely affect our operations.

## The products that we manufacture could expose us to product liability claims.

Our business exposes us to potential product liability risks in the manufacture and distribution of certain of our products. Although we generally seek to insure against such risks, there can be no assurance that such coverage is adequate or that we will be able to maintain such insurance on acceptable terms. A successful product liability claim in excess of our insurance coverage could have a material adverse effect on us and could prevent us from obtaining adequate product liability insurance in the future on commercially reasonable terms.

## Deterioration in operating results could prevent us from fulfilling our obligations under the terms of our indebtedness or impact our ability to refinance our debt on favorable terms as it matures.

We have, and we will continue to have, a significant amount of indebtedness. As of September 24, 2011, we had total indebtedness of approximately $435.6 million. This level of indebtedness and future borrowing needs could have material adverse consequences for our business, including:

• make it more difficult for us to satisfy our obligations with respect to the terms of our indebtedness;

- require us to dedicate a large portion of our cash flow to pay principal and interest on our indebtedness, which would reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other business activities;

- increase our vulnerability to adverse industry conditions, including unfavorable weather conditions or continued commodity price increases;

- limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;



• restrict us from making strategic acquisitions or exploiting business opportunities;

• place us at a competitive disadvantage compared to competitors that have less debt; and

• limit our ability to borrow additional funds at reasonable rates, if at all.

In addition, since a portion of our debt commitments bear interest at variable rates, an increase in interest rates or interest rate margins as defined under the credit agreement will create higher debt service requirements, which would adversely affect our cash flow.

## We do not expect to pay dividends in the foreseeable future.

We have never declared nor paid any cash dividends on our common stock or Class A common stock and currently do not intend to do so. Provisions of our credit facility and the indenture governing our senior subordinated notes restrict our ability to pay cash dividends. Any future determination to pay cash dividends will be at the discretion of our Board of Directors, subject to limitations under applicable law and contractual restrictions, and will depend upon our results of operations, financial condition and other factors deemed relevant by our Board of Directors.

We may issue additional shares of our common stock or Class A common stock that could dilute the value and market price of your stock.

We may decide or be required to issue, including upon the exercise of any outstanding stock options, or in connection with any acquisition made by us, additional shares of our common stock or Class A common stock that could dilute the value of your common stock or Class A common stock and may adversely affect the market price of our common stock or Class A common stock.

Our Chairman, through his holdings of our Class B common stock, could exercise effective control of the Company, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our stock.

Holders of our Class B common stock are entitled to the lesser of ten votes per share or 49% of the total votes cast, and each share of Class B common stock is convertible at any time into one share of our common stock. Holders of our common stock are entitled to one vote for each share owned. Holders of our Class A common stock and Series B preferred stock have no voting rights, except as required by Delaware law.

As of October 31, 2011, William E. Brown, our Chairman, beneficially owned 1,600,459 shares of our Class B common stock (out of a total of 1,652,262 outstanding shares), 1,418,063 shares of our common stock and 3,378,885 shares of our Class A common stock and thereby controlled approximately 53% of the voting power of our capital stock. Accordingly, except to the extent that a class vote of the common stock is required by applicable law, he can effectively control all matters requiring stockholder approval, including the election of our directors, and can exert substantial control over our management and policies. The disproportionate voting rights of our common stock and Class B common stock and Mr. Brown’s substantial holdings of Class B common stock could have an adverse effect on the market price of our common stock and Class A common stock. Also, such disproportionate voting rights and Mr. Brown’s controlling interest may make us a less attractive target for a takeover than we otherwise might be, or render more difficult or discourage a merger proposal, tender offer or proxy contest, even if such actions were favored by our other stockholders, which could thereby deprive holders of common stock or Class A common stock of an opportunity to sell their shares for a “take-over” premium.



We have authorized the issuance of shares of common stock, Class A common stock and preferred stock, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our common stock and our Class A common stock.

Pursuant to our Fourth Amended and Restated Certificate of Incorporation, the Board of Directors is authorized to issue up to 80,000,000 shares of our common stock, 100,000,000 shares of our nonvoting Class A common stock and up to 1,000,000 additional shares of preferred stock without seeking the approval or consent of our stockholders, unless required by the NASDAQ Global Market. Although the issuance of the nonvoting Class A common stock would not dilute the voting rights of the existing stockholders, it could have a dilutive effect on the economic interest of currently outstanding shares of common stock and Class B common stock similar to the dilutive effect of subsequent issuances of ordinary common stock. The issuance of the preferred stock could, depending on the rights and privileges designated by the board with respect to any particular series, have a dilutive effect on the voting interests of the common stock and Class B common stock and the economic interests of our common stock, Class A common stock and Class B common stock. In addition, the disproportionate voting rights of our common stock, preferred stock, Class B common stock and Class A common stock, and the ability of the board to issue stock to persons friendly to current management, may make us a less attractive target for a takeover than we otherwise might be or render more difficult or discourage a merger proposal, tender offer or proxy contest, even if such actions were favored by our common stockholders, which could thereby deprive holders of common stock of an opportunity to sell their shares for a “take-over” premium.

## Item 1B. Unresolved Staff Comments

None.

## Item 2. Properties

We currently operate 39 manufacturing facilities totaling approximately 4,133,000 square feet and 27 sales and logistics facilities totaling approximately 3,373,000 square feet. Most sales and logistics centers consist of office and warehouse space, and several large bays for loading and unloading. Each sales and logistics center provides warehouse, distribution, sales and support functions for its geographic area. Our executive offices are located in Walnut Creek, California.



The table below lists Pet Products’ manufacturing and sales and logistics facilities. Numbers in parenthesis represent multiple locations.

<table><tr><td>Location</td><td>Type of Facility</td><td>Owned or Leased</td></tr><tr><td>Phoenix, AZ (2)</td><td>Sales and Logistics</td><td>Owned</td></tr><tr><td>Azusa, CA</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Irwindale, CA</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Rialto, CA</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Sacramento, CA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Santa Fe Springs, CA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Aurora, CO</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Tampa, FL</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Council Bluffs, IA</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Elk Grove Village, IL</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Mahwah, NJ</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Neptune City, NJ</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Neptune City, NJ</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Hauppauge, NY (2)</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Cressona, PA</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Pottsville, PA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Dallas, TX</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Dallas, TX</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Algona, WA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Chilton, WI</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Franklin, WI</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Guangzhou, China</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Pune, India</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Dorking, Surrey, UK</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Somerset, UK</td><td>Sales and Logistics</td><td>Leased</td></tr></table>



The table below lists Garden Products’ manufacturing and sales and logistics facilities. Numbers in parenthesis represent multiple locations.

<table><tr><td>Location</td><td>Type of Facility</td><td>Owned or Leased</td></tr><tr><td>Cullman, AL</td><td>Sales and Logistics</td><td>Owned</td></tr><tr><td>Roll, AZ</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Yuma, AZ</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>El Centro, CA</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Ontario, CA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Sacramento, CA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>San Leandro, CA</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Longmont, CO</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Covington, GA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Eatonton, GA</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Madison, GA (3)</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Madison, GA (2)</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Madison, GA</td><td>Sales and Logistics</td><td>Owned</td></tr><tr><td>Ligonier, IN</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>St. Charles, IL</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Lexington, KY</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Taunton, MA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Laurel, MD</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Greenfield, MO (2)</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Greenfield, MO</td><td>Sales and Logistics</td><td>Owned</td></tr><tr><td>Neosho, MO</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Sidney, NE</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Fairfield, OH</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Peebles, OH (2)</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Piketon, OH</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Lebanon, OR</td><td>Manufacturing</td><td>Leased</td></tr><tr><td>Lebanon, OR (2)</td><td>Manufacturing</td><td>Owned</td></tr><tr><td>Portland, OR</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Columbia, SC (2)</td><td>Sales and Logistics</td><td>Owned</td></tr><tr><td>Grand Prairie, TX</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Kenbridge, VA</td><td>Sales and Logistics</td><td>Leased</td></tr><tr><td>Northbend, WA</td><td>Manufacturing</td><td>Leased</td></tr></table>

As part of our transformational change initiative, we are reviewing the number, location and size of our manufacturing facilities and expect to make changes over time in order to optimize our manufacturing footprint. In addition, we are in the process of combining our garden and pet products operations in the same warehouses where practical and reducing the number of distribution centers.

We lease 17 of our manufacturing facilities and 20 of our sales and logistics facilities. These leases generally expire between 2012 and 2020. Substantially all of the leases contain renewal provisions with automatic rent escalation clauses. The facilities we own are subject to major encumbrances under our principal credit facility. In addition to the facilities that are owned, our fixed assets are comprised primarily of machinery and equipment, trucks and warehousing, transportation and computer equipment.

## Item 3. Legal Proceedings

We may from time to time become involved in legal proceedings in the ordinary course of business. Currently, we are not a party to any legal proceedings that management believes would have a material adverse effect on our financial position or results of operations.

## Item 4. Removed and Reserved



## PART II

## Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock has been traded on the NASDAQ Stock Market under the symbol CENT since our initial public offering in July 1993. Our Class A common stock has been traded on the NASDAQ Stock Market under the symbol CENTA since February 2007. Our Class B stock is not listed on any market and generally cannot be transferred unless converted to common stock on a one-for-one basis. The following table sets forth the high and low closing sale prices for our common stock and our Class A common stock, as reported by the NASDAQ Global Select Market, for each quarterly period during our fiscal years set forth below.

<table><tr><td rowspan="2"></td><td colspan="2">Common Stock</td><td colspan="2">Class A Common Stock</td></tr><tr><td>High</td><td>Low</td><td>High</td><td>Low</td></tr><tr><td>Fiscal 2010</td><td></td><td></td><td></td><td></td></tr><tr><td>First Quarter</td><td>$11.99</td><td>$8.63</td><td>$11.22</td><td>$8.14</td></tr><tr><td>Second Quarter</td><td>11.31</td><td>9.49</td><td>10.49</td><td>8.65</td></tr><tr><td>Third Quarter</td><td>11.70</td><td>9.21</td><td>11.00</td><td>8.51</td></tr><tr><td>Fourth Quarter</td><td>10.41</td><td>9.21</td><td>10.32</td><td>8.86</td></tr><tr><td>Fiscal 2011</td><td></td><td></td><td></td><td></td></tr><tr><td>First Quarter</td><td>$10.96</td><td>$8.88</td><td>$11.08</td><td>$9.01</td></tr><tr><td>Second Quarter</td><td>10.51</td><td>8.80</td><td>10.39</td><td>8.83</td></tr><tr><td>Third Quarter</td><td>11.06</td><td>8.71</td><td>10.95</td><td>9.01</td></tr><tr><td>Fourth Quarter</td><td>10.58</td><td>6.50</td><td>10.48</td><td>6.67</td></tr></table>

As of October 31, 2011, there were approximately 151 holders of record of our common stock, approximately 235 holders of record of our Class A nonvoting common stock and five holders of record of our Class B stock.

We have not paid any cash dividends on our common stock, our Class A common stock or our Class B Stock. We currently intend to retain any earnings for use in our business and do not anticipate paying any cash dividends on our common stock, our Class A common or our Class B stock in the foreseeable future. In addition, our credit facility and senior subordinated notes restrict our ability to pay dividends. See Note 9 to our fiscal 2011 consolidated financial statements.



## Stock Performance Graph

The following graph compares the percentage change of our cumulative total stockholder return on our Common Stock (“CENT”) for the period from September 30, 2006 to September 24, 2011 with the cumulative total return of the NASDAQ Composite (U.S.) Index and the Dow Jones Non-Durable Household Products Index, a peer group index consisting of approximately 30 manufacturers and distributors of household products.

The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our Common Stock.



## Total Return Analysis

<table><tr><td></td><td>9/30/06</td><td>9/29/07</td><td>9/27/08</td><td>9/26/09</td><td>9/25/10</td><td>9/24/11</td></tr><tr><td>Central Garden &amp; Pet Company</td><td>100.00</td><td>54.70</td><td>37.55</td><td>72.28</td><td>62.08</td><td>41.12</td></tr><tr><td>NASDAQ Composite</td><td>100.00</td><td>120.42</td><td>98.04</td><td>94.88</td><td>109.02</td><td>114.79</td></tr><tr><td>Dow Jones US Nondurable Household Products</td><td>100.00</td><td>115.81</td><td>115.27</td><td>100.90</td><td>111.26</td><td>114.84</td></tr></table>



## Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth the repurchases of any equity securities during the fourth quarter of the fiscal year ended September 24, 2011 and the dollar amount of authorized share repurchases, remaining under our stock repurchase program.

<table><tr><td>Period</td><td>Total Number of Shares (or Units) Purchased</td><td>Average Price Paid per Share (or Units)</td><td>Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs</td><td>Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1)</td></tr><tr><td>June 26, 2011 - July 31, 2011</td><td>22,044 (2)</td><td>10.23</td><td>209,000</td><td>94,966,000</td></tr><tr><td>August 1, 2011 - August 31, 2011</td><td>1,452,477 (3)</td><td>7.54</td><td>1,440,900</td><td>84,098,000</td></tr><tr><td>September 1, 2011 - September 24, 2011</td><td>1,578,415 (4)</td><td>7.37</td><td>1,576,200</td><td>72,479,000</td></tr><tr><td>Total</td><td>3,252,936</td><td>7.64</td><td>3,226,100</td><td>72,479,000</td></tr></table>

(1) On July 15, 2010, the Board of Directors authorized a $100 million share repurchase program, which was completed in the third quarter of fiscal 2011. During the third quarter of fiscal 2011, our Board of Directors authorized a new $100 million share repurchase program. The program has no expiration date and expires when the amount authorized has been used or the Board withdraws its authorization. The repurchase of shares may be limited by certain financial covenants in our credit facility that restrict our ability to repurchase our stock.

(2) Includes 13,044 shares purchased during the period indicated representing withholding of a portion of shares to cover tax withholding obligations in connection with the vesting of restricted stock and the exercise of stock options.

(3) Includes 11,577 shares purchased during the period indicated representing withholding of a portion of shares to cover tax withholding obligations in connection with the vesting of restricted stock and the exercise of stock options.

(4) Includes 2,215 shares purchased during the period indicated representing withholding of a portion of shares to cover tax withholding obligations in connection with the exercise of stock options.

During the fourth quarter of fiscal 2011, we repurchased approximately 0.8 million shares of our common stock for approximately $6.1 million and approximately 2.4 million shares of our non-voting common stock for approximately $18.5 million.



## Item 6. Selected Financial Data

The following selected statement of operations and balance sheet data as of and for the five fiscal years in the period ended September 24, 2011 has been derived from our audited consolidated financial statements. The financial data set forth below should be read in conjunction with our consolidated financial statements and related notes thereto in “Item 8 – Financial Statements and Supplementary Data” and “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

<table><tr><td rowspan="3"></td><td colspan="5">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td><td>September 27, 2008</td><td>September 29, 2007</td></tr><tr><td colspan="5">(in thousands, except per share amounts)</td></tr><tr><td>Statement of Operations Data:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net sales (1)</td><td>$1,628,652</td><td>$1,523,648</td><td>$1,614,300</td><td>$1,705,386</td><td>$1,671,145</td></tr><tr><td>Cost of goods sold and occupancy</td><td>1,134,733</td><td>1,008,482</td><td>1,086,974</td><td>1,184,058</td><td>1,136,825</td></tr><tr><td>Gross profit</td><td>493,919</td><td>515,166</td><td>527,326</td><td>521,328</td><td>534,320</td></tr><tr><td>Selling, general and administrative expenses</td><td>408,744</td><td>394,092</td><td>401,340</td><td>415,978</td><td>434,903</td></tr><tr><td>Goodwill and other impairments (2)</td><td>—</td><td>12,000</td><td>—</td><td>429,764</td><td>—</td></tr><tr><td>Income (loss) from operations</td><td>85,175</td><td>109,074</td><td>125,986</td><td>(324,414)</td><td>99,417</td></tr><tr><td>Interest expense, net</td><td>(37,748)</td><td>(33,587)</td><td>(22,061)</td><td>(37,273)</td><td>(48,147)</td></tr><tr><td>Other income</td><td>550</td><td>419</td><td>52</td><td>2,116</td><td>2,402</td></tr><tr><td>Income (loss) before income taxes and noncontrolling interest</td><td>47,977</td><td>75,906</td><td>103,977</td><td>(359,571)</td><td>53,672</td></tr><tr><td>Income taxes (tax benefit)</td><td>19,595</td><td>28,110</td><td>36,368</td><td>(93,069)</td><td>19,999</td></tr><tr><td>Income (loss) including noncontrolling interest</td><td>28,382</td><td>47,796</td><td>67,609</td><td>(266,502)</td><td>33,673</td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>59</td><td>1,963</td><td>1,661</td><td>833</td><td>1,369</td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company</td><td>$ 28,323</td><td>$ 45,833</td><td>$ 65,948</td><td>$ (267,335)</td><td>$ 32,304</td></tr><tr><td>Net income (loss) per share attributable to Central Garden &amp; Pet Company (3):</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.50</td><td>$ 0.71</td><td>$ 0.95</td><td>$ (3.76)</td><td>$ 0.46</td></tr><tr><td>Diluted</td><td>$ 0.50</td><td>$ 0.70</td><td>$ 0.94</td><td>$ (3.76)</td><td>$ 0.45</td></tr><tr><td>Weighted average shares used in the computation of income (loss) per share (3):</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>56,217</td><td>64,272</td><td>69,499</td><td>71,117</td><td>70,824</td></tr><tr><td>Diluted (4)</td><td>56,645</td><td>65,091</td><td>70,264</td><td>71,117</td><td>72,050</td></tr><tr><td>Other Data:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>$ 28,566</td><td>$ 28,869</td><td>$ 29,155</td><td>$ 32,517</td><td>$ 30,717</td></tr><tr><td>Capital expenditures</td><td>$ 31,563</td><td>$ 24,190</td><td>$ 16,505</td><td>$ 22,349</td><td>$ 60,038</td></tr><tr><td>Cash from operating activities</td><td>$ 51,008</td><td>$ 135,229</td><td>$ 221,638</td><td>$ 115,028</td><td>$ 38,535</td></tr><tr><td>Cash used in investing activities</td><td>$ (56,237)</td><td>$ (41,266)</td><td>$ (20,542)</td><td>$ (15,406)</td><td>$ (92,460)</td></tr><tr><td>Cash from (used in) financing activities</td><td>$ (73,997)</td><td>$ (88,167)</td><td>$ (142,011)</td><td>$ (93,935)</td><td>$ 46,475</td></tr><tr><td>Ratio of earnings to fixed charges (5)</td><td>2.23</td><td>3.20</td><td>5.36</td><td>—</td><td>2.05</td></tr></table>



<table><tr><td></td><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td><td>September 27, 2008</td><td>September 29, 2007</td></tr><tr><td>Balance Sheet Data:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Cash</td><td>$ 12,031</td><td>$ 91,460</td><td>$ 85,668</td><td>$ 26,929</td><td>$ 21,055</td></tr><tr><td>Working capital</td><td>410,655</td><td>433,705</td><td>427,243</td><td>450,704</td><td>470,216</td></tr><tr><td>Total assets</td><td>1,093,003</td><td>1,130,884</td><td>1,150,925</td><td>1,259,318</td><td>1,646,822</td></tr><tr><td>Total debt</td><td>435,609</td><td>400,271</td><td>408,085</td><td>523,147</td><td>610,523</td></tr><tr><td>Equity</td><td>456,782</td><td>532,143</td><td>547,335</td><td>511,425</td><td>778,807</td></tr></table>

(1) Fiscal years 2007, 2008, 2009, 2010 and 2011 included 52 weeks.

(2) During the fourth quarter of fiscal 2010, we recognized a non-cash charge of $12.0 million related to the impairment of an indefinite-lived intangible asset in our Pet Products segment. During fiscal 2008, we recognized non-cash charges of $403 million related to goodwill impairments within our Pet Products and Garden Products segments and $27 million for impairments of long-lived assets in our Garden Products segment.

(3) All share and per share amounts have been retroactively adjusted to reflect the February 5, 2007 Class A Common stock dividend for all periods presented.

(4) The potential effects of stock awards are excluded from the diluted earnings per share calculation for the fiscal year ended September 27, 2008, because their inclusion in a net loss period would be anti-dilutive.

(5) For the purposes of determining the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes and noncontrolling interest and after eliminating undistributed earnings of equity method investees and before fixed charges. Fixed charges consist of interest expense incurred, the portion of rental expense under operating leases deemed by management to be representative of the interest factor and amortization of deferred financing costs. For the fiscal year ended September 27, 2008, earnings were insufficient to cover fixed charges by approximately $360.5 million, and the ratio for that fiscal year is not considered meaningful.



## Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Form 10-K. This Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those indicated in forward-looking statements. See “Forward-Looking Statements” and “Item 1A – Risk Factors.”

## Overview

Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded products. We are one of the largest suppliers in the pet and lawn and garden supplies industries in the United States. The total pet industry is estimated to be approximately $30 billion in annual retail sales. We estimate the annual retail sales of the pet supplies and super premium pet food markets in the categories in which we participate to be approximately $15 billion. The total lawn and garden industry in the United States is estimated to be approximately $21 billion in annual retail sales. We estimate the annual retail sales of the lawn and garden supplies markets in the categories in which we participate to be approximately $6 billion.

Our pet supplies products include products for dogs and cats, including edible bones, premium healthy edible and non-edible chews, super premium dog and cat food and treats, leashes, collars, toys, pet carriers, grooming supplies and other accessories; products for birds, small animals and specialty pets, including food, cages and habitats, toys, chews and related accessories; animal and household health and insect control products; products for fish, reptiles and other aquarium-based pets, including aquariums, furniture and lighting fixtures, pumps, filters, water conditioners, food and supplements, and information and knowledge resources; and products for horses and livestock. These products are sold under a number of brand names including Adams \( ^{™} \) , Altosid, Aqueon \( ^{®} \) , Avoderm \( ^{®} \) , BioSpot \( ^{®} \) , Coralife \( ^{®} \) , Farmam \( ^{®} \) , Four Paws \( ^{®} \) , Interpet, Kaytee \( ^{®} \) , Kent Marine \( ^{®} \) , Nylabone \( ^{®} \) , Oceanic Systems \( ^{®} \) , Pet Select \( ^{®} \) , Pre Strike \( ^{®} \) , Pinnacle \( ^{®} \) , Super Pet \( ^{®} \) , TFHTM, Zilla \( ^{®} \)  and Zodiac \( ^{®} \) 

Our lawn and garden products include proprietary and non-proprietary grass seed; wild bird feed, bird feeders, bird houses and other birding accessories; weed, grass, ant and other herbicide, insecticide and pesticide products; and decorative outdoor lifestyle and lighting products including pottery, trellises and other wood products and holiday lighting. These products are sold under a number of brand names including: AMDRO \( ^{®} \) , GKI/Bethlehem Lighting \( ^{®} \) , Grant’s \( ^{®} \) , Ironite \( ^{®} \) , Lilly Miller \( ^{®} \) , Matthews Four Seasons \( ^{™} \) , New England Pottery \( ^{®} \) , Norcal Pottery \( ^{®} \) , Pennington \( ^{®} \) , Over’n Out \( ^{®} \) , Sevin \( ^{®} \) , Smart Seed \( ^{®} \)  and The Rebels \( ^{®} \) .

In fiscal 2011, our consolidated net sales were $1.6 billion, of which our lawn and garden segment, or Garden Products, accounted for approximately $777 million and our pet segment, or Pet Products, accounted for approximately $851 million. In fiscal 2011, our branded product sales were approximately $1.4 billion, or approximately 84% of total sales, sales of other manufacturers' products were approximately 16% of total sales, and our gross profit margins were 30.3%. In fiscal 2011, our income from operations was $85.2 million, of which Garden Products accounted for $50.0 million and Pet Products accounted for $77.6 million, before corporate expenses and eliminations of $42.4 million.

## Recent Developments

Fiscal 2011 Operating Performance. Although we experienced increased sales in fiscal 2011, rising input costs, a change in sales mix due to competitive pressures and unfavorable weather resulted in increased expenses and lower gross margins.

Financial summary:

• Net sales for fiscal 2011 increased $105 million, or 7%, to $1.6 billion.

- Net earnings for fiscal 2011 were $28 million, or $0.50 per share on a diluted basis, a decrease of $18 million and $0.20 per share on a diluted basis, compared to fiscal 2010.



- Gross margin decreased 350 basis points in fiscal 2011 to 30.3%, due primarily to rising raw material input costs.

- Selling, general & administrative expenses increased $14.6 million, or 3.7%, to $408.7 million in fiscal 2011, but decreased as a percentage of net sales to 25.1% from 25.9%.

- We generated cash flows from operating activities of approximately $51.0 million during fiscal 2011 and had a cash balance of approximately $12.0 million at September 24, 2011.

Senior Credit Facility – On June 8, 2011, we amended our credit agreement dated June 25, 2010 to increase the aggregate principal borrowing amount from $275 million to $375 million, extend the maturity date to June 8, 2016, and reduce the interest rates, commitment fees and interest coverage requirements.

Repurchase of Company Stock. – During fiscal 2011, we repurchased $108.7 million of our common stock which consisted of 3.3 million shares of our voting common stock (CENT) at an aggregate cost of approximately $30.2 million, or approximately $9.10 per share and 8.6 million shares of our non-voting Class A common stock (CENTA) at an aggregate cost of approximately $78.5 million, or approximately $9.08 per share. During the third quarter of fiscal 2011, we completed the $100 million share repurchase program our Board of Directors authorized in July 2010, and our Board of Directors authorized a new $100 million share repurchase program, under which approximately $72 million remains available for repurchases in fiscal 2012 and thereafter.

## Fiscal 2010 Reported Earnings and Significant Items.

Fiscal 2010 Operating Performance. Although we continued to improve our operations by lowering expenses and improving gross margins, in fiscal 2010, we were impacted by decreased revenues.

Financial summary:

• Net sales for fiscal 2010 decreased $91 million, or 5.6%, to $1.5 billion.

• Net earnings for fiscal 2010 were $45.8 million, or $0.70 per share on a diluted basis.

• Gross margin increased 110 basis points in fiscal 2010 to 33.8%.

- Selling, general & administrative expenses decreased $7 million, or 1.8%, to $394 million in fiscal 2010.

- During fiscal 2010, we recognized a non-cash $12.0 million impairment charge on an indefinite-lived intangible asset in Pet Products, reflecting the continuing challenging economic environment and the deterioration of the market since the intangible asset’s acquisition in 2006.

- We generated cash flows from operating activities of approximately $135 million during fiscal 2010 and had a cash balance of approximately $91 million at September 25, 2010.

- We refinanced our debt by issuing $400 million 8.25% senior subordinated notes due 2018, retiring the 2013 Notes and entering into a new five-year senior secured revolving credit facility.

Senior Credit Facility – On June 25, 2010, we entered into an Amended and Restated Credit Agreement.



## Results of Operations

The following table sets forth, for the periods indicated, the relative percentages that certain income and expense items bear to net sales:

<table><tr><td rowspan="2"></td><td colspan="3">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td></tr><tr><td>Net sales</td><td>100.0%</td><td>100.0%</td><td>100.0%</td></tr><tr><td>Cost of goods sold and occupancy</td><td>69.7</td><td>66.2</td><td>67.3</td></tr><tr><td>Gross profit</td><td>30.3</td><td>33.8</td><td>32.7</td></tr><tr><td>Selling, general and administrative</td><td>25.1</td><td>25.9</td><td>24.9</td></tr><tr><td>Intangible asset impairments</td><td>—</td><td>0.8</td><td>—</td></tr><tr><td>Income from operations</td><td>5.2</td><td>7.1</td><td>7.8</td></tr><tr><td>Interest expense, net</td><td>(2.3)</td><td>(2.2)</td><td>(1.4)</td></tr><tr><td>Other income</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Income taxes</td><td>(1.2)</td><td>(1.8)</td><td>(2.2)</td></tr><tr><td>Noncontrolling interest</td><td>—</td><td>(0.1)</td><td>(0.1)</td></tr><tr><td>Net income</td><td>1.7%</td><td>3.0%</td><td>4.1%</td></tr></table>

## Fiscal 2011 Compared to Fiscal 2010

## Net Sales

Net sales for fiscal 2011 increased $105.0 million, or 6.9%, to $1,628.6 million from $1,523.6 million in fiscal 2010. The increase was due to a $114.7 million, or 9.1%, increase in our branded product sales offset by a $9.7 million, or 3.7%, decrease in the sales of other manufacturers' products. Branded product sales include products we manufacture under Central brand names and products we manufacture under third-party brands. Sales of our branded products represented 84% of our total sales in fiscal 2011.

The following table indicates each class of similar products which represented more than 10% of our consolidated net sales in the fiscal years presented (in millions).

<table><tr><td>Category</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>Pet supplies (excluding bird feed)</td><td>$ 773.1</td><td>$ 766.5</td><td>$ 756.8</td></tr><tr><td>Garden chemicals and control products</td><td>260.0</td><td>255.5</td><td>270.5</td></tr><tr><td>Other garden supplies</td><td>212.1</td><td>196.0</td><td>211.8</td></tr><tr><td>Bird feed</td><td>197.5</td><td>168.9</td><td>200.7</td></tr><tr><td>Grass seed</td><td>185.9</td><td>136.7</td><td>174.5</td></tr><tr><td>Total</td><td>$1,628.6</td><td>$1,523.6</td><td>$1,614.3</td></tr></table>

Garden Products’ net sales for fiscal 2011 increased $94.2 million, or 13.8%, to $777.3 million from $683.1 million in fiscal 2010. In fiscal 2011, garden branded product sales increased $104.3 million and sales of other manufacturers’ products declined $10.1 million compared with fiscal 2010. The increase in branded product sales was due primarily to a $49.2 million increase in grass seed sales, a $23.7 million increase in bird feed sales and a $4.5 million increase in garden chemical and control products. The increase in grass seed sales was due primarily to increased volumes driven by customer demand and increased investment in brand building. The increase in bird feed sales was due to both volume and price increases. The net sales increase of $4.5 million in garden chemical and control products was due primarily to an increase of $20 million in fertilizer sales, partially offset by decreased control product sales.

Pet Products’ net sales for fiscal 2011 increased $10.8 million, or 1.3%, to $851.3 million from $840.5 million in fiscal 2010. In fiscal 2011, Pet branded product sales increased $10.4 million and sales of other



manufacturers’ products increased $0.4 million as compared with fiscal 2010. The increase in sales was due primarily to increased sales of approximately $4.9 million in wild bird feed and $4.4 million of aquatic products. The sales increase in wild bird feed was price driven while the increase in aquatic products was volume driven. Our pet health products decreased slightly due primarily to decreased sales of our flea, tick and mosquito products partially offset by increased sales of lower margin products, such as rodenticide and dewormer products. The decrease in our flea and tick business was due primarily to the competition from generic fipronil and unfavorable weather.

## Gross Profit

Gross profit decreased $21.2 million, or 4.1%, to $493.9 million from $515.2 million in fiscal 2010. Gross profit as a percentage of net sales declined from 33.8% in fiscal 2010 to 30.3% for fiscal 2011. Gross profit as a percentage of net sales decreased in both segments. In fiscal 2011, the continual increase in raw material input costs put pressure on our margins. For example, our weighted average cost per pound for our primary grains increased approximately 41% for fiscal year 2011 compared to fiscal 2010.

Both gross profit and gross margin decreased in Pet Products due primarily to higher prices of key commodity ingredients, such as milo, millet, sunflower and corn which impacted both our wild bird feed business and our super premium pet food, and a change in product mix in our pet health products, which shifted away from sales of higher margin flea, tick and mosquito products towards increased sales of lower margin products.

Gross profit increased in Garden Products but gross margin decreased due primarily to higher commodity ingredient costs and the sales mix shift of garden chemicals and control products. The higher ingredient costs impacted both bird feed and garden chemicals and control products. Additionally, there was a sales mix shift within garden chemicals and controls whereby decreased sales of higher margin control products were offset by increased sales of lower margin fertilizer products.

## Selling, General and Administrative

Selling, general and administrative expenses increased $14.6 million, or 3.7%, from $394.1 million in fiscal 2010 to $408.7 million in fiscal 2011. As a percentage of net sales, selling, general and administrative expenses decreased from 25.9% in fiscal 2010 to 25.1% in fiscal 2011. The change in selling, general and administrative expenses, discussed further below, was due primarily to increased selling and delivery expense.

Selling and delivery expense increased by $21.4 million, or 10.4%, from $205.8 million in fiscal 2010 to $227.2 million in fiscal 2011. The increased expense was due primarily to increased advertising and marketing program expenditures, including brand building activities and increased variable expenses related to the increase in sales. Selling and delivery expenses as a percentage of net sales increased from 13.5% in fiscal 2010 to 14.0% in fiscal 2011. We expect to continue to increase our marketing-related expenditures in future periods to help grow our existing and new products and brands.

Facilities expense decreased $1.0 million, or 9.2%, from $10.9 million for fiscal 2010 to $9.9 million for fiscal 2011 due primarily to cost savings from warehouse consolidations in our garden segment.

Warehouse and administrative expense decreased $5.8 million, or 3.3%, from $177.4 million in fiscal 2010 to $171.6 million in fiscal 2011. The decrease in fiscal 2011 was due primarily to a reduction in performance-based compensation expense and lower third party provider costs, primarily legal costs.

## Interest Expense

Net interest expense increased $4.2 million, or 12.4%, from $33.6 million in fiscal 2010 to $37.8 million in fiscal 2011. Interest expense increased due to both increased average debt outstanding, $443 million in fiscal



2011 compared to $409 million in fiscal 2010, and increased borrowing rates. Our average interest rates for fiscal 2011 and 2010 were 8.1% and 6.8%, respectively. Interest expense in fiscal 2010 included $3.9 million related to the tender for our 2013 Subordinated Notes and the issuance of our 2018 Subordinated Notes

Debt outstanding on September 24, 2011 was $435.6 million compared to $400.3 million as of September 25, 2010.

## Other Income

Other income increased $0.2 million from $0.4 million in fiscal 2010 to $0.6 million in fiscal 2011. The increase was due primarily to higher earnings from an investment accounted for under the equity method investment of accounting.

## Income Taxes

Our effective income tax rate in fiscal 2011 increased to 40.8%, compared to 37.0% in fiscal 2010. The increase in our effective tax rate was due primarily to our reduced ability to use tax benefits due to the decrease in fiscal 2011 income and increased tax valuation allowances.

## Fiscal 2010 Compared to Fiscal 2009

## Net Sales

Net sales for fiscal 2010 decreased $90.7 million, or 5.6%, to $1,523.6 million from $1,614.3 million in fiscal 2009. The decline was due to a $108.4 million, or 7.9%, decrease in our branded product sales offset by a $17.7 million, or 7.2%, increase in the sales of other manufacturers' products. Branded product sales include products we manufacture under Central brand names and products we manufacture under third-party brands. Sales of our branded products represented 83% of our total sales in fiscal 2010.

Garden Products’ sales for fiscal 2010 decreased $98.0 million, or 12.5%, to $683.1 million from $781.1 million in fiscal 2009. In fiscal 2010, garden branded product sales decreased $109.1 million and sales of other manufacturers’ products increased $11.1 million. The decline in branded product sales was due primarily to a $37.8 million decrease in grass seed sales, a $31.8 million decrease in bird feed sales and a $15.0 million decrease in sales of garden chemicals and control products. The decline in grass seed sales was due primarily to price reductions as a result of lower raw material costs, which we passed on to retailers. The decline in bird feed sales was due primarily to reduced unit volume and reflected reduced consumer purchases for our products and the entire category. The decline in garden chemicals and control products was also due primarily to reduced unit volume.

Pet Products’ sales for fiscal 2010 increased $7.3 million, or 0.9%, to $840.5 million from $833.2 million in fiscal 2009. Pet branded product sales increased $0.7 million and sales of other manufacturers’ products increased $6.6 million in fiscal 2010 as compared with fiscal 2009. The increase in sales was due primarily to increased sales of approximately $5.6 million of aquatic products and $10 million in the dog & cat category partially offset by an $8 million decrease due to a vendor supply issue for an animal health product-line, which is now resolved and expected to return to normal supply levels in fiscal 2011.

## Gross Profit

Gross profit decreased $12.1 million, from $527.3 million in fiscal 2009 to $515.2 million in fiscal 2010. Gross profit decreased $21.6 million, or 9.3%, in Garden Products and increased $9.5 million, or 3.2%, in Pet Products. The decrease in Garden Products' gross profit was due primarily to lower sales in bird feed, garden chemicals and control products and wood pellets. Gross profit as a percentage of net sales increased from 32.7%



in fiscal 2009 to 33.8% in fiscal 2010. The improved margin in Garden Products was due primarily to favorable commodity pricing in our grass seed and bird feed businesses. The increase in Pet Products' gross profit was due primarily to increased sales of aquatic products and dog & cat products.

## Selling, General and Administrative

Selling, general and administrative expenses decreased $7.2 million, or 1.8%, from $401.3 million in fiscal 2009 to $394.1 million in fiscal 2010. As a percentage of net sales, selling, general and administrative expenses increased from 24.9% in fiscal 2009 to 25.9% in fiscal 2010. The change in selling, general and administrative expenses, discussed further below, was due primarily to decreased warehouse and administrative expenses partially offset by increased selling and delivery expenses.

Selling and delivery expense increased by $3.8 million, or 1.9%, from $202.0 million in fiscal 2009 to $205.8 million in fiscal 2010. The increased expense was due primarily to increased marketing-related expenditures, such as brand building, promotional and consumer promotion expenditures. Selling and delivery expenses as a percentage of net sales increased from 12.5% in fiscal 2009 to 13.5% in fiscal 2010. We expect to continue to increase our marketing-related expenditures in future periods to help grow our existing and new products and brands.

Facilities expense decreased $0.3 million, or 2.7%, from $11.2 million for fiscal 2009 to $10.9 million for fiscal 2010 due primarily to savings from the consolidation of several garden distribution facilities.

Warehouse and administrative expense decreased $10.7 million, or 5.7%, from $188.1 million in fiscal 2009 to $177.4 million in fiscal 2010. The decrease in fiscal 2010 was due to reduced payroll related costs and lower facility equipment costs as part of our strategic initiative to consolidate our supply chain. In addition, fiscal 2009 also included the reversal of a previously recognized gain from a property sold in fiscal 2008.

## Impairment

We reviewed our indefinite-lived intangible assets for impairment. An impairment loss is recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. The fair values are estimated using the discounted cash flows related to the assets. During the fourth quarter of fiscal 2010, we recognized a non-cash charge of $12.0 million related to the impairment of an indefinite-lived intangible asset within our Pet Products segment due to the continuing challenging economic environment.

## Interest Expense

Net interest expense increased $11.5 million, or 52.2%, from $22.1 million in fiscal 2009 to $33.6 million in fiscal 2010. The increase was due to the expensing of unamortized deferred charges related to retired debt and an increased average borrowing rate on our outstanding debt. In March 2010, we issued the 2018 Notes, tendered for our 2013 Notes and paid the outstanding indebtedness under our senior secured term loan. In June 2010, we entered into an Amended and Restated Credit Agreement with respect to a five-year senior secured revolving credit facility. As a result of this refinancing activity, we incurred an additional $3.9 million in interest expense comprised primarily of the remaining unamortized deferred charges related to the retired debt and the premium paid for the tender and call on the 2013 Notes. Additionally, our average interest rates for fiscal 2010 and 2009 were 6.8% and 4.4%, respectively. Debt outstanding on September 25, 2010 was $400.3 million compared to $408.1 million as of September 26, 2009. We expect our interest expense to increase to at least $34 million in fiscal 2011 and thereafter as a result of our issuance of the 2018 Notes in fiscal 2010.

## Other Income

Other income increased $0.3 million from $0.1 million in fiscal 2009 to $0.4 million in fiscal 2010. The increase was due primarily to higher earnings from an investment accounted for under the equity method of accounting.



## Income Taxes

Our effective income tax rate in fiscal 2010 was 37.0%, compared to 35.0% in fiscal 2009. Our 2009 tax expense rate was lower than the 2010 rate due primarily to the added utilization of research and development tax credits and state tax settlements in fiscal 2009.

## Inflation

Our revenues and margins are dependent on various economic factors, including rates of inflation or deflation, energy costs, consumer attitudes toward discretionary spending, currency fluctuations, and other macro-economic factors which may impact levels of consumer spending. Historically, in certain fiscal periods, we have been adversely impacted by rising input costs related to domestic inflation, particularly relating to grain and seed prices, fuel prices and the ingredients used in our garden fertilizer and chemicals, and many of our other inputs. Rising costs have made it difficult for us to increase prices to our retail customers at a pace to enable us to maintain margins.

In fiscal 2009, 2010 and 2011, our business was negatively impacted by low consumer confidence, as well as other macro-economic factors. In fiscal 2011, we were impacted by rapidly rising raw materials costs. We are continuing to seek selective price increases to mitigate the impact of the increasing raw materials costs.

## Weather and Seasonality

Our sales of lawn and garden products are influenced by weather and climate conditions in the different markets we serve. Additionally, our Garden Products’ business is highly seasonal. In fiscal 2011, approximately 67% of Garden Products’ net sales and 60% of our total net sales occurred during our second and third fiscal quarters. Substantially all of Garden Products’ operating income is typically generated in this period, which has historically offset the operating loss incurred during the first fiscal quarter of the year.

## Liquidity and Capital Resources

We have financed our growth through a combination of internally generated funds, bank borrowings, supplier credit, and sales of equity and debt securities to the public.

Historically, our business has been seasonal and our working capital requirements and capital resources tracked closely to this seasonal pattern. During the first fiscal quarter, accounts receivable reach their lowest level while inventory, accounts payable and short-term borrowings begin to increase. During the second fiscal quarter, receivables, accounts payable and short-term borrowings increase, reflecting the build-up of inventory and related payables in anticipation of the peak lawn and garden selling season. During the third fiscal quarter, inventory levels remain relatively constant while accounts receivable peak and short-term borrowings start to decline as cash collections are received during the peak selling season. During the fourth fiscal quarter, inventory levels are at their lowest, and accounts receivable and payables are substantially reduced through conversion of receivables to cash.

We service two broad markets: pet supplies and lawn and garden supplies. Our pet supplies businesses involve products that have a year round selling cycle with a slight degree of seasonality. As a result, it is not necessary to maintain large quantities of inventory to meet peak demands. On the other hand, our lawn and garden businesses are highly seasonal with approximately 67% of Garden Products' net sales occurring during the second and third fiscal quarters. For many manufacturers of garden products, this seasonality requires them to ship large quantities of their product well ahead of the peak consumer buying periods. To encourage distributors to carry lawn and garden products, industry practice has been for manufacturers to give extended credit terms and/or promotional discounts.

Cash provided by operating activities decreased $84.2 million from $135.2 million in fiscal 2010 to $51.0 million in fiscal 2011. The decrease was due primarily to an increase in working capital, principally inventory,



and to lower earnings in fiscal 2011. Our working capital accounts increased approximately $54 million from fiscal year end 2010. This increase was due primarily to increased inventory, resulting primarily from higher input costs, decreased sales of garden controls products and our acquisition of certain assets of a manufacturer of premium fertilizer.

Net cash used in investing activities increased $14.9 million from approximately $41.3 million in fiscal 2010 to approximately $56.2 million in fiscal 2011. The increase in cash used in investing activities in fiscal 2011 was due primarily to our acquisition of certain assets of a privately-held maker of premium fertilizer for the professional and retail markets for approximately $23 million in cash in our Garden Products business.

Net cash used in financing activities decreased $14.2 million from $88.2 million in fiscal 2010 to $74.0 million in fiscal 2011. The decrease in cash used was due primarily to an increase of $35 million in fiscal 2011 of borrowings under our revolving line of credit, partially offset by increased repurchases of our common stock during fiscal 2011. During fiscal 2011, we repurchased $108.7 million of our common stock which consisted of 3.3 million shares of our voting common stock (CENT) at an aggregate cost of approximately $30.2 million, or approximately $9.10 per share and 8.6 million shares of our non-voting Class A common stock (CENTA) at an aggregate cost of approximately $78.5 million, or approximately $9.08 per share. Additionally, in fiscal 2010, we paid financing costs associated with our issuance of $400 million of 8.25% senior subordinated notes and our senior credit facility.

We expect that our principal sources of funds will be cash generated from our operations and, if necessary, borrowings under our $375 million revolving credit facility. Based on our anticipated cash needs, availability under our revolving credit facility and the scheduled maturity of our debt, we believe that our sources of liquidity should be adequate to meet our working capital, capital spending and other cash needs for at least the next 12 months. However, we cannot assure you that these sources will continue to provide us with sufficient liquidity and, should we require it, that we will be able to obtain financing on terms satisfactory to us, or at all.

We believe that cash flows from operating activities, funds available under our revolving credit facility, and arrangements with suppliers will be adequate to fund our presently anticipated working capital requirements for the foreseeable future. We anticipate that our capital expenditures will not exceed $45 million for the next 12 months, which are related primarily to replacements and upgrades to plant and equipment and investment in our implementation of a scalable enterprise-wide information technology platform. We are investing in this information technology platform to improve existing operations, support future growth and enable us to take advantage of new applications and technologies. We have invested approximately $64 million from fiscal 2005 through fiscal 2011 in this initiative and plan to invest up to an additional $15 million in fiscal 2012 for planned implementations. Capital expenditures for 2012 and beyond will depend upon the pace of conversion of those remaining legacy systems. This initiative, when complete, will combine our numerous information systems into one enterprise system and create a common business model and common data, which should create greater efficiency and effectiveness.

As part of our growth strategy, we have acquired a number of companies in the past, and we anticipate that we will continue to evaluate potential acquisition candidates in the future. If one or more potential acquisition opportunities, including those that would be material, become available in the near future, we may require additional external capital. In addition, such acquisitions would subject us to the general risks associated with acquiring companies, particularly if the acquisitions are relatively large.

## Stock Repurchases

During fiscal 2011, we repurchased $108.7 million of our common stock which consisted of 3.3 million shares of our voting common stock (CENT) at an aggregate cost of approximately $30.2 million, or approximately $9.10 per share and 8.6 million shares of our non-voting Class A common stock (CENTA) at an



aggregate cost of approximately $78.5 million, or approximately $9.08 per share. During the third quarter of fiscal 2011, we completed the $100 million share repurchase program our Board of Directors authorized in July 2010, and our Board of Directors authorized a new $100 million share repurchase program, under which approximately $72 million is available for repurchases in fiscal 2012 and thereafter.

At September 24, 2011, our total debt outstanding was $435.6 million versus $400.3 million at September 25, 2010.

## Senior Credit Facility

On June 8, 2011, we amended our $275 million, five-year senior secured revolving credit facility (the “Credit Facility”) included in our Amended and Restated Credit Agreement (the “Credit Agreement”). Under the modified terms, the Credit Facility has a borrowing capacity of $375 million, an increase of $100 million, and a maturity date of June 2016. The Credit Facility bears lower interest rates and commitment fees and requires less interest coverage. We continue to have the option to increase the size of the Credit Facility by an additional $200 million of incremental term loans and/or revolving loans should we exercise our option and one or more lenders are willing to make such increased amounts available to us. There was an outstanding balance of $35.0 million as of September 24, 2011 under the Credit Facility. There were also $0.1 million of letters of credit outstanding. After giving effect to the financial covenants in the Credit Agreement, the remaining potential borrowing capacity was $339.9 million.

Interest on the amended Credit Facility is based, at our option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus  \( \frac{1}{2} \)  of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period. As of September 24, 2011, the applicable interest rate on the Credit Facility related to alternate base rate borrowings was 5.0%, and the applicable interest rate related to LIBOR rate borrowings was 3.0%.

The Credit Facility is guaranteed by our material subsidiaries and is secured by our assets, excluding real property but including substantially all of the capital stock of our subsidiaries. The Credit Agreement contains certain financial and other covenants which require us to maintain minimum levels of interest coverage and maximum levels of senior debt to EBITDA and that restrict our ability to repurchase our stock, make investments in or acquisitions of other businesses and pay dividends above certain levels over the life of the Credit Facility. Under the terms of our Credit Facility, we may make restricted payments, including cash dividends and stock repurchases, in an aggregate amount initially not to exceed $200 million over the life of the Credit Facility, subject to qualifications and baskets as defined in the Credit Agreement. As of September 24, 2011, our Total Leverage Ratio, as defined in the Credit Agreement, was 3.6 to 1.0, and our Senior Secured Leverage Ratio, as defined in the Credit Agreement with a maximum of 2.0 to 1.0, was 0.3 to 1.0. Our minimum Interest Coverage Ratio was reduced to 2.50 times, from 2.75 times as part of the modification of the Credit Facility. As of September 24, 2011, our Interest Coverage ratio was 3.4 times. Apart from the covenants limiting restricted payments and capital expenditures, the Credit Facility does not restrict the use of retained earnings or net income. We were in compliance with all financial covenants as of September 24, 2011.

We recorded a loss on extinguishment of debt of $0.1 million for the fiscal year ended September 24, 2011, as part of interest expense, related to the portion of unamortized deferred financing costs for a lender under the existing facility that is not a lender under the modified Credit Facility. We will amortize the remaining $2.4 million of unamortized deferred financing costs related to the existing Credit Facility, as well as approximately $1.1 million of costs incurred as part of the modified Credit Facility, over the five year term of the modified Credit Facility.



## Senior Subordinated Notes

On March 8, 2010, we issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the "2018 Notes"). We used the proceeds together with available cash to purchase our outstanding $135.3 million aggregate principal amount of 9.125% senior subordinated notes due February 1, 2013 (the "2013 Notes"), including accrued interest, to repay the $267.1 million outstanding under our senior term loan maturing February 2012 and pay fees and expenses related to the offering. We received tenders and consents from the holders of $150 million of our 2013 Notes, including $12.8 million held in escrow for our benefit, which was previously recorded as a reduction of debt for accounting purposes against the 2013 Notes.

We incurred approximately $9.5 million of debt issuance costs in conjunction with these transactions, which included underwriter fees and legal, accounting and rating agency expenses. The debt issuance costs are being amortized over the term of the 2018 Notes.

As a result of this debt refinancing, we incurred a pre-tax loss of $3.2 million, of which $1.1 million was non-cash, comprised of the unamortized deferred financing costs related to the 2013 Notes and the retired term loan, the tender call premium, consent fees and the unamortized gain on the swap termination related to the 2013 Notes. The amount is included in interest expense in the condensed consolidated statements of operations for fiscal 2010.

The estimated fair value of our $400 million 2018 Notes as of September 24, 2011 was approximately $388 million. The estimated fair value is based on quoted market prices for these notes.

The 2018 Notes require semiannual interest payments, which commenced on September 1, 2010. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of our existing and future senior debt, including our Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of our existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors.

We may redeem some or all of the 2018 Notes at any time prior to March 1, 2014 at the principal amount plus a “make whole” premium. We may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, we may redeem up to 35% of the 2018 Notes with any proceeds we receive from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require us to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest upon the occurrence of a change of control.

The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions.



## Contractual Obligations

The table below presents our significant contractual cash obligations by fiscal year:

<table><tr><td>Contractual Obligations</td><td>Fiscal 2012</td><td>Fiscal 2013</td><td>Fiscal 2014</td><td>Fiscal 2015</td><td>Fiscal 2016</td><td>Thereafter</td><td>Total</td></tr><tr><td></td><td></td><td></td><td></td><td colspan="4">(in millions)</td></tr><tr><td>Long-term debt, including current maturities (1)</td><td>$ 0.3</td><td>$ 0.2</td><td>$ 0.1</td><td>$ —</td><td>$35.0</td><td>$400.0</td><td>$435.6</td></tr><tr><td>Interest payment obligations (2)</td><td>36.3</td><td>36.3</td><td>36.3</td><td>36.3</td><td>35.5</td><td>49.5</td><td>230.2</td></tr><tr><td>Operating leases</td><td>18.5</td><td>10.8</td><td>7.2</td><td>5.1</td><td>2.4</td><td>1.8</td><td>45.8</td></tr><tr><td>Purchase commitments (3)</td><td>76.6</td><td>20.2</td><td>14.3</td><td>7.0</td><td>3.0</td><td>—</td><td>121.1</td></tr><tr><td>Performance-based payments (4)</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td><td>—</td></tr><tr><td>Total</td><td>$131.7</td><td>$67.5</td><td>$57.9</td><td>$48.4</td><td>$75.9</td><td>$451.3</td><td>$832.7</td></tr></table>

(1) Excludes $0.1 million of outstanding letters of credit related to normal business transactions. See Note 9 to the consolidated financial statements for further discussion of long-term debt.

(2) Estimated interest payments to be made on our long-term debt. See Note 9 to the consolidated financial statements for description of interest rate terms.

(3) Contracts for purchases of grains, grass seed and pet food ingredients, used primarily to mitigate risk associated with increases in market prices and commodity availability.

(4) Possible performance-based payments associated with prior acquisitions of businesses are not included in the above table, because they are based on future performance of the businesses acquired, which is not yet known. Performance-based payments in fiscal 2011 were approximately $1.9 million, approximately $1.8 million in fiscal 2010 and approximately $6.5 million in fiscal 2009. Performance-based periods extend through 2014.

As of September 24, 2011, we had unrecognized tax benefits of $0.3 million. These amounts have been excluded from the contractual obligations table because a reasonably reliable estimate of the timing of future tax settlements cannot be determined.

## Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.

## Recent Accounting Pronouncements

## Variable Interest Entities

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” This ASU amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. This ASU became effective for us on September 26, 2010. The adoption of this standard did not have a material impact on our consolidated financial statements.

## Fair Value Measurements

In January 2010, the FASB issued ASU No. 2010-6, “Improving Disclosures about Fair Value Measurements.” This ASU requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on a gross basis information about purchases, sales,



issuances and settlements in Level 3 fair value measurements. The ASU also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for us on December 27, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and became effective for us on September 25, 2011.

## Business Combinations

In December 2010, the FASB issued ASU No. 2010-29, “Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. ASU 2010-29 was effective for us for acquisitions made during the quarter beginning December 26, 2010. The adoption of ASU 2010-29 during the quarter ended March 26, 2011 did not have an impact on our consolidated financial statements; however, the we may have additional disclosure requirements if a material acquisition occurs.

## Comprehensive Income

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present other comprehensive income in the statement of changes in equity. Under either choice, items that are reclassified from other comprehensive income to net income are required to be presented on the face of the financial statements where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is effective for fiscal years and interim periods within those years, beginning after December 15, 2011 and will be effective for us on September 30, 2012. The guidance will be applied retrospectively. This amendment will change the manner in which we present comprehensive income. We are in the process of evaluating the impact this will have on our consolidated financial statements.

## Goodwill

In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350) – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years, beginning after December 15, 2010 and was effective for us on September 25, 2011. We do not anticipate the adoption of this ASU to have a material impact on our consolidated financial statements.



In September 2011, the FASB issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which amended the guidance on the annual testing of goodwill for impairment. The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. The guidance is effective for fiscal years beginning after December 15, 2011, and is effective for us on September 30, 2012. We have determined that this new guidance will not have a material impact on our consolidated financial statements.

## Critical Accounting Policies, Estimates and Judgments

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts and related disclosures in the consolidated financial statements. Estimates and assumptions are required for, but are not limited to, accounts receivable and inventory realizable values, fixed asset lives, long-lived asset valuation and impairments, intangible asset lives, stock-based compensation, deferred and current income taxes, self-insurance accruals and the impact of contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions.

Although not all inclusive, we believe that the following represent the more critical accounting policies, which are subject to estimates and assumptions used in the preparation of our consolidated financial statements.

## Allowance for Doubtful Accounts

We record an allowance for credit losses and disputed balances associated with our customers' failure to make required payments. We estimate our allowance based on both specific identification, historical experience, customer concentrations, customer credit-worthiness and current economic trends. Generally, we require no collateral from our customers. If the financial condition of our customers were to deteriorate, we were not able to demonstrate the validity of amounts due or if future default rates on trade receivables in general differ from those currently anticipated, additional allowances may be required, which would effect earnings in the period the adjustments are made. For more information, see Note 6 to our consolidated financial statements.

## Inventory

Inventory, which primarily consists of lawn and garden products and pet supplies finished goods, is stated at the lower of first-in first-out (“FIFO”) cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received to prepare them to be picked for orders, and certain overhead costs. We compute the amount of such costs capitalized to inventory based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases. When necessary, we have reduced the carrying value of our inventory if market conditions indicate that we will not recover the carrying cost upon sale. Future adverse changes in market conditions related to our products could result in an additional charge to income in the period in which such conditions occur.

## Goodwill

Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets



acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill and identifiable intangible assets with indefinite lives are not subject to amortization but must be evaluated for impairment.

We test goodwill for impairment annually (on the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by initially comparing the fair value of each of our four reporting units to their related carrying values. If the fair value of the reporting unit is less than its carrying value, we perform an additional step to determine the implied fair value of goodwill associated with that reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit's fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly, we recognize such impairment. Our goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of all four reporting units to our total market capitalization.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each of our reporting units is based on our projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions as well as the impact of planned business and operational strategies. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employ present value techniques to measure fair value and consider market factors.

We performed our fiscal 2009 annual goodwill impairment test as of June 27, 2009. Key assumptions used to determine the fair value of each reporting unit as of our fiscal 2009 annual testing date were: (a) expected cash flow for the period from 2010 to 2015; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on our analysis, we concluded there was no impairment of goodwill.

We performed our fiscal 2010 annual goodwill impairment test as of June 26, 2010. Key assumptions used to determine the fair value of each reporting unit as of our fiscal 2010 annual testing date were: (a) expected cash flow for the period from 2011 to 2016; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on our analysis, we concluded there was no impairment of goodwill, as the fair values exceeded the carrying values for goodwill by a significant amount.

As of June 26, 2010, if forecasted cash flows had been 10% lower than estimated, the resulting goodwill impairment, if any, would not have changed. As of June 26, 2010, if the discount rate applied in our analysis had been 100 basis points higher than estimated, the resulting fair value did not indicate potential impairment.

We performed our fiscal 2011 annual goodwill impairment test as of June 26, 2011. Key assumptions used to determine the fair value of each reporting unit as of the fiscal 2011 annual testing date were: (a) expected cash flow for the period from 2012 to 2017; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on our analysis, we concluded there was no impairment of goodwill.

As of June 26, 2011, if forecasted cash flows had been 10% lower than estimated, the resulting goodwill impairment, if any, would not have changed. As of June 26, 2011, if the discount rate applied in our analysis had been 100 basis points higher than estimated, the resulting goodwill impairment, if any, would not have changed.

Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units in the future and could result in additional impairment of goodwill.



We may need to reevaluate our goodwill impairment analysis in future quarters.

## Intangible assets

Indefinite-lived intangible assets consist primarily of acquired trade names and trademarks. Indefinite-lived intangible assets are tested annually for impairment or whenever events or changes in circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value.

Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, discount rates, weighted average cost of capital, and assumed royalty rates. Future net sales and short-term growth rates are estimated for trade names based on management’s forecasted financial results which consider key business drivers such as specific revenue growth initiatives, market share changes and general economic factors such as consumer spending.

During fiscal 2011, we performed an evaluation of the fair value of our indefinite-lived trade names and trademarks. Our expected revenues are based on our fiscal 2012 plan and market growth or decline estimates for fiscal 2012 through fiscal 2017. We also included revenue growth estimates based on current initiatives expected to help us improve performance. No impairment was indicated during our fiscal 2011 analysis of our indefinite-lived trade names and trademarks.

During fiscal 2010, we performed an evaluation of the fair value of our indefinite-lived trade names and trademarks. Our expected revenues are based on our fiscal 2011 plan and market growth or decline estimates for fiscal 2011 through fiscal 2016. We also included revenue growth estimates based on current initiatives expected to help us improve performance. We recognized a non-cash $12.0 million impairment charge to our indefinite-lived intangible assets as a result of the continuing challenging economic environment.

## Long-Lived Assets

We review our long-lived assets, including amortizable intangibles and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from use of the asset are less than its carrying amount. Management determines fair value by estimating future cash flows as a result of forecasting sales and costs. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. In fiscal 2011, we tested our indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of our amortizable intangible assets may not be recoverable were not present in fiscal 2011, and accordingly, no impairment testing was performed on these assets. In fiscal 2010, factors were present indicating the carrying value of certain amortizable intangible assets may not be recoverable, which prompted us to perform impairment testing on these assets. The carrying values of the assets were determined to be recoverable, and accordingly, no impairment charges were recognized during fiscal 2010. Other factors indicating the carrying value of our amortizable intangible assets may not be recoverable were not present during fiscal 2009, and accordingly, no impairment charges were recognized in fiscal 2009. Should market conditions or the assumptions used by us in determining the fair value of assets change, or management change plans regarding the future usage of certain assets, additional charges to operations may be required in the period in which such conditions occur.

## Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, depreciation and nondeductible reserves. We establish a valuation allowance for deferred tax assets when management believes it is more likely than not a



deferred tax asset will not be realized. As of fiscal 2011 and 2010, we had valuation allowances related to various state and foreign net deferred tax assets of $7.5 million and $7.0 million, respectively. We have no undistributed foreign earnings.

## Accruals for Self-Insurance

We maintain insurance for certain risks, including workers' compensation, general liability and vehicle liability, and are self-insured for employee related health care benefits. Our workers' compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence, with a separate deductible of $50,000 for physical damage. We maintain excess loss insurance that covers any health care claims in excess of $700,000 per person per year. We maintain a self-insurance reserve for losses, determined with assistance from a third-party actuary, based on claims filed and actuarial estimates of the ultimate loss amount inherent in the claims, including losses for claims incurred but not reported. Any actuarial projection of losses concerning workers' compensation and general liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors affecting future inflation rates, discount rates, litigation trends, legal interpretations, benefit level changes and claim settlement patterns. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate our self-insurance liabilities. However, any differences in estimates and assumptions could result in accrual requirements materially different from the calculated accruals.

## Acquisitions

In connection with businesses we acquire, management must determine the fair values of assets acquired and liabilities assumed. Considerable judgment and estimates are required to determine such amounts, particularly as they relate to identifiable intangible assets, and the applicable useful lives related thereto. Under different assumptions, the resulting valuations could be materially different, which could materially impact the operating results we report.

## Commitments and Contingencies

We are a party to certain legal proceedings considered routine to normal operations. In the opinion of management, the ultimate resolution of all such matters will not have a material adverse effect on operating results, financial condition or cash flows in the future.

Our contractual commitments are presented in Liquidity and Capital Resources.

## Item 7A. Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risks, which include changes in U.S. interest rates and commodity prices and, to a lesser extent, foreign exchange rates. We do not engage in financial transactions for trading or speculative purposes.

Interest Rate Risk. The interest payable on our revolving credit facility is based on variable interest rates and therefore affected by changes in market interest rates. We had $35.0 million in variable rate debt outstanding as of September 24, 2011. If interest rates on our variable rate debt had changed by 10% compared to actual rates, interest expense would have increased or decreased by approximately $0.3 million in fiscal 2011. In addition, we have investments consisting of cash equivalents and short-term investments, which are also affected by changes in market interest rates.

Commodity Prices. We are exposed to fluctuations in market prices for grains, grass seed and pet food ingredients. To mitigate risk associated with increases in market prices and commodity availability, we enter into contracts for purchases, primarily to ensure commodity availability to us in the future. As of September 24, 2011,



we had entered into fixed purchase commitments for commodities totaling approximately $121.1 million. A 10% change in the market price for these commodities would have resulted in an additional pretax gain or loss of $12.1 million related to the contracts outstanding as of September 24, 2011.

Foreign Currency Risks. Our market risk associated with foreign currency rates is not considered to be material. To date, we have had minimal sales outside of the United States. Purchases made by our U.S. subsidiaries from foreign vendors are primarily made in U.S. dollars. Our international subsidiary transacts most of its business in British pounds. Therefore, we have only minimal exposure to foreign currency exchange risk. We do not hedge against foreign currency risks and believe that foreign currency exchange risk is immaterial to our current business.



Item 8. Financial Statements and Supplementary Data

See pages beginning at F-1.



## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

## Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have reviewed, as of the end of the period covered by this report, the “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) that ensure that information relating to the Company required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported in a timely and proper manner and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based upon this review, such officers concluded that our disclosure controls and procedures were effective as of September 24, 2011.

(b) Changes in Internal Control Over Financial Reporting. Central’s management, with the participation of Central’s Chief Executive Officer and Chief Financial Officer, has evaluated whether any change in Central’s internal control over financial reporting occurred during the fourth quarter of fiscal 2011. Based on that evaluation, management concluded that there has been no change in Central’s internal control over financial reporting during the fourth quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, Central’s internal control over financial reporting.

(c) Management’s Report on Internal Control Over Financial Reporting. A copy of our management’s report and the report of Deloitte & Touche LLP, our independent registered public accounting firm, are included in our Financial Statements and Supplementary Data beginning on page F-1.

## Item 9B. Other Information

None.

## PART III

## Item 10. Directors and Executive Officers of the Registrant

We have adopted a code of ethics that applies to all of our executive officers and directors, a copy of which was filed as Exhibit 14 to our Form 10-K for the fiscal year ended September 24, 2005.

The remaining information required by this item is incorporated by reference from Central’s Definitive Proxy Statement for its 2012 Annual Meeting of Stockholders under the captions “Election of Directors,” “Further Information Concerning the Board of Directors – Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting Compliance.” See also Item 1 – Business above.

## Item 11. Executive Compensation

The information required by this item is incorporated by reference from Central’s Definitive Proxy Statement for its 2012 Annual Meeting of Stockholders under the caption “Executive Compensation.”

## Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by this item is incorporated by reference from Central’s Definitive Proxy Statement for its 2012 Annual Meeting of Stockholders under the captions “Ownership of Management and Principal Stockholders” and “Equity Compensation Plan Information.”



## Item 13. Certain Relationships and Related Transactions

The information required by this item is incorporated by reference from Central’s Definitive Proxy Statement for its 2012 Annual Meeting of Stockholders under the captions “Compensation Committee Interlocks and Insider Participation” and “Transactions with the Company.”

## Item 14. Principal Accountant Fees and Services

The information required by this item is incorporated by reference from Central’s Definitive Proxy Statement for its 2012 Annual Meeting of Stockholders under the caption “Independent Registered Public Accounting Firm.”

## PART IV

## Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) Consolidated Financial Statements of Central Garden & Pet Company are attached to this Form 10-K beginning on page F-1:

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Shareholders' Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

All other schedules are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements or notes thereto.

## (2) Exhibits:

See attached Exhibit Index.



## SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 18, 2011

## CENTRAL GARDEN & PET COMPANY

By /s/ WILLIAM E. BROWN
William E. Brown
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

<table><tr><td>Signature</td><td>Capacity</td><td>Date</td></tr><tr><td>/s/ WILLIAM E. BROWN</td><td>Chairman and Chief Executive Officer (Principal Executive Officer)</td><td>November 18, 2011</td></tr><tr><td>William E. Brown</td><td></td><td></td></tr><tr><td>/s/ LORI A. VARLAS</td><td>Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)</td><td>November 18, 2011</td></tr><tr><td>Lori A. Varlas</td><td></td><td></td></tr><tr><td>/s/ JOHN B. BALOUSEK</td><td>Director</td><td>November 18, 2011</td></tr><tr><td>John B. Balousek</td><td></td><td></td></tr><tr><td>/s/ DAVID N. CHICHESTER</td><td>Director</td><td>November 18, 2011</td></tr><tr><td>David N. Chichester</td><td></td><td></td></tr><tr><td>/s/ BROOKS M. PENNINGTON, III</td><td>Director</td><td>November 18, 2011</td></tr><tr><td>Brooks M. Pennington, III</td><td></td><td></td></tr><tr><td>/s/ ALFRED A. PIERGALLINI</td><td>Director</td><td>November 18, 2011</td></tr><tr><td>Alfred A. Piergallini</td><td></td><td></td></tr><tr><td>/s/ JOHN R. RANELLI</td><td>Director</td><td>November 18, 2011</td></tr><tr><td>John R. Ranelli</td><td></td><td></td></tr></table>



## INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Central Garden & Pet Company
Management’s Report on Internal Control Over Financial Reporting F-2
Report of Independent Registered Public Accounting Firm F-3
Consolidated Balance Sheets, September 24, 2011 and September 25, 2010 F-5
Consolidated Statements of Operations for Fiscal Years Ended September 24, 2011 and September 25, 2010 and September 26, 2009 F-6
Consolidated Statements of Equity and Comprehensive Income for Fiscal Years Ended September 24, 2011, September 25, 2010 and September 26, 2009 F-7
Consolidated Statements of Cash Flows for Fiscal Years Ended September 24, 2011, September 25, 2010 and September 26, 2009 F-8
Notes to Consolidated Financial Statements for Fiscal Years Ended September 24, 2011, September 25, 2010 and September 26, 2009 F-9



## MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Central Garden & Pet Company’s management, under the supervision of Central’s Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act). Management evaluated the effectiveness of Central’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission.

Based on evaluation of the criteria set forth by COSO in Internal Control – Integrated Framework, management concluded that our internal control over financial reporting was effective as of September 24, 2011.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued a report on our internal control over financial reporting, which appears on page F-3 of this Form 10-K.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



# REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Central Garden & Pet Company:

We have audited the accompanying consolidated balance sheets of Central Garden & Pet Company and subsidiaries (the “Company”) as of September 24, 2011 and September 25, 2010, and the related consolidated statements of operations, equity, and cash flows for each of the three fiscal years in the period ended September 24, 2011. We also have audited the Company’s internal control over financial reporting as of September 24, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Central Garden & Pet Company and subsidiaries as of September 24, 2011 and September 25, 2010, and the results of their operations and their cash flows for each of the three fiscal years in



the period ended September 24, 2011, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 24, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte & Touche LLP

San Francisco, California

November 18, 2011



## CENTRAL GARDEN & PET COMPANY
CONSOLIDATED BALANCE SHEETS

<table><tr><td></td><td>September 24, 2011</td><td>September 25, 2010</td></tr><tr><td></td><td colspan="2">(in thousands)</td></tr><tr><td>ASSETS</td><td></td><td></td></tr><tr><td>Current assets:</td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 12,031</td><td>$ 91,460</td></tr><tr><td>Short term investments</td><td>17,820</td><td>15,320</td></tr><tr><td>Accounts receivable, net</td><td>195,417</td><td>192,422</td></tr><tr><td>Inventories</td><td>329,546</td><td>285,964</td></tr><tr><td>Prepaid expenses, deferred income taxes and other</td><td>47,772</td><td>42,733</td></tr><tr><td>Total current assets</td><td>602,586</td><td>627,899</td></tr><tr><td>Land, buildings, improvements and equipment:</td><td></td><td></td></tr><tr><td>Land</td><td>9,254</td><td>8,925</td></tr><tr><td>Buildings and improvements</td><td>100,439</td><td>95,664</td></tr><tr><td>Transportation equipment</td><td>6,550</td><td>4,031</td></tr><tr><td>Machinery and warehouse equipment</td><td>168,475</td><td>150,215</td></tr><tr><td>Office furniture and equipment</td><td>108,967</td><td>91,294</td></tr><tr><td>Total</td><td>393,685</td><td>350,129</td></tr><tr><td>Less accumulated depreciation and amortization</td><td>(217,283)</td><td>(184,848)</td></tr><tr><td>Land, buildings, improvements and equipment - net</td><td>176,402</td><td>165,281</td></tr><tr><td>Goodwill</td><td>210,223</td><td>207,319</td></tr><tr><td>Other intangible assets, net</td><td>84,526</td><td>86,798</td></tr><tr><td>Deferred income taxes and other assets</td><td>19,266</td><td>43,587</td></tr><tr><td>Total</td><td>$1,093,003</td><td>$1,130,884</td></tr><tr><td>LIABILITIES AND EQUITY</td><td></td><td></td></tr><tr><td>Current liabilities:</td><td></td><td></td></tr><tr><td>Accounts payable</td><td>$ 116,524</td><td>$ 112,611</td></tr><tr><td>Accrued expenses</td><td>75,128</td><td>81,418</td></tr><tr><td>Current portion of long-term debt</td><td>279</td><td>165</td></tr><tr><td>Total current liabilities</td><td>191,931</td><td>194,194</td></tr><tr><td>Long-term debt</td><td>435,330</td><td>400,106</td></tr><tr><td>Deferred income taxes and other long-term obligations</td><td>8,960</td><td>4,441</td></tr><tr><td>Commitments and contingencies (Note 10)</td><td></td><td></td></tr><tr><td>Equity:</td><td></td><td></td></tr><tr><td>Common stock</td><td>129</td><td>163</td></tr><tr><td>Class A common stock</td><td>359</td><td>437</td></tr><tr><td>Class B stock</td><td>16</td><td>16</td></tr><tr><td>Additional paid-in capital</td><td>396,208</td><td>483,817</td></tr><tr><td>Retained earnings</td><td>59,045</td><td>45,319</td></tr><tr><td>Accumulated other comprehensive income</td><td>1,019</td><td>944</td></tr><tr><td>Total Central Garden &amp; Pet shareholders&#x27; equity</td><td>456,776</td><td>530,696</td></tr><tr><td>Noncontrolling interest</td><td>6</td><td>1,447</td></tr><tr><td>Total equity</td><td>456,782</td><td>532,143</td></tr><tr><td>Total</td><td>$1,093,003</td><td>$1,130,884</td></tr></table>

See notes to consolidated financial statements.



## CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS

<table><tr><td rowspan="3"></td><td colspan="4">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td><td></td></tr><tr><td colspan="4">(in thousands, except per share amounts)</td></tr><tr><td>Net sales</td><td>$1,628,652</td><td>$1,523,648</td><td>$1,614,300</td><td></td></tr><tr><td>Cost of goods sold and occupancy</td><td>1,134,733</td><td>1,008,482</td><td>1,086,974</td><td></td></tr><tr><td>Gross profit</td><td>493,919</td><td>515,166</td><td>527,326</td><td></td></tr><tr><td>Selling, general and administrative expenses</td><td>408,744</td><td>394,092</td><td>401,340</td><td></td></tr><tr><td>Intangible asset impairments</td><td>0</td><td>12,000</td><td>0</td><td></td></tr><tr><td>Income from operations</td><td>85,175</td><td>109,074</td><td>125,986</td><td></td></tr><tr><td>Interest expense</td><td>(38,044)</td><td>(33,706)</td><td>(22,710)</td><td></td></tr><tr><td>Interest income</td><td>296</td><td>119</td><td>649</td><td></td></tr><tr><td>Other income</td><td>550</td><td>419</td><td>52</td><td></td></tr><tr><td>Income before income taxes and noncontrolling interest</td><td>47,977</td><td>75,906</td><td>103,977</td><td></td></tr><tr><td>Income taxes</td><td>19,595</td><td>28,110</td><td>36,368</td><td></td></tr><tr><td>Net income including noncontrolling interest</td><td>28,382</td><td>47,796</td><td>67,609</td><td></td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>59</td><td>1,963</td><td>1,661</td><td></td></tr><tr><td>Net income attributable to Central Garden &amp; Pet Company</td><td>$ 28,323</td><td>$ 45,833</td><td>$ 65,948</td><td></td></tr><tr><td>Net income per share attributable to Central Garden &amp; Pet Company:</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ 0.50</td><td>$ 0.71</td><td>$ 0.95</td><td></td></tr><tr><td>Diluted</td><td>$ 0.50</td><td>$ 0.70</td><td>$ 0.94</td><td></td></tr><tr><td>Weighted average shares used in the computation of net income per share:</td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>56,217</td><td>64,272</td><td>69,499</td><td></td></tr><tr><td>Diluted</td><td>56,645</td><td>65,091</td><td>70,264</td><td></td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME
(dollars in thousands)

Central Garden & Pet Company

<table><tr><td rowspan="3"></td><td colspan="12">Central Garden &amp; Pet Company</td></tr><tr><td colspan="3">Common Stock</td><td colspan="2">Class A Common Stock</td><td colspan="2">Class B Stock Shares</td><td rowspan="2">Additional Paid-in Capital</td><td rowspan="2">Retained Earnings (Accumulated Deficit)</td><td rowspan="2">Accumulated Other Comprehensive Income</td><td rowspan="2">Total</td><td rowspan="2">Noncontrolling Interest</td><td rowspan="2">Total</td></tr><tr><td>Shares</td><td>Amount</td><td>Shares</td><td>Amount</td><td>Shares</td><td>Amount</td></tr><tr><td>Balance, September 27, 2008</td><td>21,008,384</td><td>210</td><td>48,466,999</td><td>485</td><td>1,652,262</td><td>16</td><td>555,310</td><td>(50,463)</td><td>3,200</td><td>508,758</td><td>2,667</td><td>511,425</td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td></td><td></td><td></td><td>4,567</td><td></td><td></td><td></td><td>4,567</td><td></td><td>4,567</td></tr><tr><td>Tax deficiency on exercise of stock options, net of tax benefit</td><td></td><td></td><td></td><td></td><td></td><td></td><td>(664)</td><td></td><td></td><td>(664)</td><td></td><td>(664)</td></tr><tr><td>Restricted share activity</td><td>(42,592)</td><td>(1)</td><td>736,970</td><td>7</td><td></td><td></td><td>3,594</td><td></td><td></td><td>3,600</td><td></td><td>3,600</td></tr><tr><td>Issuance of common stock</td><td>34,504</td><td>1</td><td>414,838</td><td>4</td><td></td><td></td><td>2,134</td><td></td><td></td><td>2,139</td><td></td><td>2,139</td></tr><tr><td>Repurchase of common stock</td><td>(2,223,141)</td><td>(22)</td><td>(2,085,853)</td><td>(21)</td><td></td><td></td><td>(33,641)</td><td>(3,441)</td><td></td><td>(37,125)</td><td></td><td>(37,125)</td></tr><tr><td>Distribution to noncontrolling interest</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>(2,082)</td><td>(2,082)</td></tr><tr><td>Other</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>4</td><td>4</td></tr><tr><td>Comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in foreign currency translation</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>65,948</td><td>(2,138)</td><td></td><td>(2,138)</td></tr><tr><td>Net income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>65,948</td><td>1,661</td><td>67,609</td></tr><tr><td>Total comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>63,810</td><td>1,661</td><td>65,471</td></tr><tr><td>Balance, September 26, 2009</td><td>18,777,155</td><td>188</td><td>47,532,954</td><td>475</td><td>1,652,262</td><td>16</td><td>531,300</td><td>12,044</td><td>1,062</td><td>545,085</td><td>2,250</td><td>547,335</td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td></td><td></td><td></td><td>3,607</td><td></td><td></td><td></td><td>3,607</td><td></td><td>3,607</td></tr><tr><td>Tax benefit on exercise of stock options</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Restricted share activity</td><td>(11,629)</td><td></td><td>73,240</td><td>1</td><td></td><td></td><td>(208)</td><td></td><td></td><td>(207)</td><td></td><td>(207)</td></tr><tr><td>Issuance of common stock</td><td></td><td>22,903</td><td></td><td>363,703</td><td>4</td><td></td><td>1,466</td><td></td><td></td><td>1,470</td><td></td><td>1,470</td></tr><tr><td>Repurchase of common stock</td><td>(2,529,725)</td><td>(25)</td><td>(4,273,471)</td><td>(43)</td><td></td><td></td><td>(53,184)</td><td>(12,558)</td><td></td><td>(65,810)</td><td></td><td>(65,810)</td></tr><tr><td>Distribution to noncontrolling interest</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Other</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in foreign currency translation</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>45,833</td><td>(118)</td><td></td><td>(118)</td><td></td></tr><tr><td>Net income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>45,833</td><td>1,963</td><td>47,796</td><td></td></tr><tr><td>Total comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td>45,715</td><td>1,963</td><td>47,678</td><td></td></tr><tr><td>Balance, September 25, 2010</td><td>16,258,704</td><td>$163</td><td>43,696,426</td><td>$437</td><td>1,652,262</td><td>$16</td><td>$483,817</td><td>$45,319</td><td>$944</td><td>$530,696</td><td>$1,447</td><td>$532,143</td><td></td></tr><tr><td>Stock-based compensation</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Tax deficiency on exercise of stock options, net of tax benefit</td><td></td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>5,545</td><td>0</td><td>0</td><td>5,545</td><td>0</td><td>5,545</td><td></td></tr><tr><td>Restricted share activity</td><td></td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>(501)</td><td>0</td><td></td><td>(501)</td><td>0</td><td>(501)</td><td></td></tr><tr><td>Issuance of common stock</td><td></td><td>(5,867)</td><td>(1)</td><td>470,009</td><td>4</td><td></td><td>(267)</td><td></td><td></td><td>(264)</td><td></td><td>(264)</td><td></td></tr><tr><td>Repurchase of common stock</td><td></td><td>14,401</td><td>0</td><td>421,183</td><td>4</td><td>0</td><td>0</td><td>1,570</td><td>0</td><td>0</td><td>1,574</td><td>0</td><td>1,574</td></tr><tr><td>Distribution to noncontrolling interest</td><td></td><td>(3,317,645)</td><td>(33)</td><td>(8,646,258)</td><td>(86)</td><td>0</td><td>0</td><td>(93,956)</td><td>(14,597)</td><td>0</td><td>(108,672)</td><td>0</td><td>(108,672)</td></tr><tr><td>Comprehensive income</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net change in foreign currency translation</td><td></td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td></td><td>75</td><td>75</td><td>0</td><td>75</td></tr><tr><td>Net income</td><td></td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>28,323</td><td>0</td><td>28,323</td><td>59</td><td>28,382</td><td></td></tr><tr><td>Total comprehensive income</td><td></td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td>0</td><td></td><td>28,398</td><td>59</td><td>28,457</td><td></td></tr><tr><td>Balance, September 24, 2011</td><td>12,949,593</td><td>$129</td><td>35,941,360</td><td>$359</td><td>1,652,262</td><td>$16</td><td>$396,208</td><td>$59,045</td><td>$1,019</td><td>$456,776</td><td>$6</td><td>$456,782</td><td></td></tr></table>

See notes to consolidated financial statements



## CENTRAL GARDEN & PET COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS

<table><tr><td rowspan="3"></td><td colspan="3">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td></tr><tr><td colspan="3">(in thousands)</td></tr><tr><td>Cash flows from operating activities:</td><td></td><td></td><td></td></tr><tr><td>Net income</td><td>$ 28,382</td><td>$ 47,796</td><td>$ 67,609</td></tr><tr><td>Adjustments to reconcile net income to net cash provided by operating activities:</td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>28,566</td><td>28,869</td><td>29,155</td></tr><tr><td>Stock-based compensation</td><td>7,447</td><td>5,556</td><td>10,646</td></tr><tr><td>Excess tax benefits from stock-based awards</td><td>(945)</td><td>(836)</td><td>(542)</td></tr><tr><td>Deferred income taxes</td><td>25,289</td><td>17,420</td><td>25,713</td></tr><tr><td>Reversal of property sale gain</td><td>0</td><td>0</td><td>4,700</td></tr><tr><td>Loss on extinguishment of debt</td><td>0</td><td>3,633</td><td>0</td></tr><tr><td>(Gain) loss on sale of a business, property and equipment</td><td>110</td><td>395</td><td>(805)</td></tr><tr><td>Intangible asset impairments</td><td>0</td><td>12,000</td><td>0</td></tr><tr><td>Proceeds from interest rate swap termination, net of amounts reclassified into earnings</td><td>0</td><td>0</td><td>1,901</td></tr><tr><td>Changes in assets and liabilities (excluding businesses acquired):</td><td></td><td></td><td></td></tr><tr><td>Receivables</td><td>37</td><td>14,132</td><td>50,046</td></tr><tr><td>Inventories</td><td>(31,683)</td><td>(1,227)</td><td>62,886</td></tr><tr><td>Prepaid expenses and other assets</td><td>(3,339)</td><td>3,677</td><td>672</td></tr><tr><td>Accounts payable</td><td>7,404</td><td>2,918</td><td>(24,517)</td></tr><tr><td>Accrued expenses</td><td>(9,899)</td><td>981</td><td>(3,315)</td></tr><tr><td>Other long-term obligations</td><td>(361)</td><td>(85)</td><td>(2,511)</td></tr><tr><td>Net cash provided by operating activities</td><td>51,008</td><td>135,229</td><td>221,638</td></tr><tr><td>Cash flows from investing activities:</td><td></td><td></td><td></td></tr><tr><td>Additions to property</td><td>(31,563)</td><td>(24,190)</td><td>(16,505)</td></tr><tr><td>Businesses acquired, net of cash acquired</td><td>(25,307)</td><td>(1,756)</td><td>(6,549)</td></tr><tr><td>Return of equity method investment</td><td>3,133</td><td>0</td><td>0</td></tr><tr><td>Proceeds from business, property and equipment sales</td><td>0</td><td>0</td><td>2,512</td></tr><tr><td>Investment in short-term investments</td><td>(2,500)</td><td>(15,320)</td><td>0</td></tr><tr><td>Net cash used in investing activities</td><td>(56,237)</td><td>(41,266)</td><td>(20,542)</td></tr><tr><td>Cash flows from financing activities:</td><td></td><td></td><td></td></tr><tr><td>Repayments on revolving line of credit</td><td>(668,000)</td><td>(10,000)</td><td>(551,000)</td></tr><tr><td>Borrowings on revolving line of credit</td><td>703,000</td><td>10,000</td><td>473,000</td></tr><tr><td>Repayments of long-term debt</td><td>(335)</td><td>(407,924)</td><td>(25,001)</td></tr><tr><td>Issuance of long-term debt</td><td>0</td><td>400,000</td><td>0</td></tr><tr><td>Proceeds from issuance of common stock</td><td>1,675</td><td>1,294</td><td>479</td></tr><tr><td>Excess tax benefits from stock-based awards</td><td>945</td><td>836</td><td>542</td></tr><tr><td>Repurchase of common stock, including shares surrendered for tax withholding</td><td>(108,727)</td><td>(66,901)</td><td>(37,821)</td></tr><tr><td>Distribution to noncontrolling interest</td><td>(1,500)</td><td>(2,761)</td><td>(2,082)</td></tr><tr><td>Payment of financing costs</td><td>(1,055)</td><td>(12,711)</td><td>(128)</td></tr><tr><td>Net cash used in financing activities</td><td>(73,997)</td><td>(88,167)</td><td>(142,011)</td></tr><tr><td>Effect of exchange rate changes on cash and equivalents</td><td>(203)</td><td>(4)</td><td>(346)</td></tr><tr><td>Net (decrease) increase in cash and cash equivalents</td><td>(79,429)</td><td>5,792</td><td>58,739</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>91,460</td><td>85,668</td><td>26,929</td></tr><tr><td>Cash and cash equivalents at end of year</td><td>$ 12,031</td><td>$ 91,460</td><td>$ 85,668</td></tr><tr><td>Supplemental information:</td><td></td><td></td><td></td></tr><tr><td>Cash paid for interest</td><td>$ 37,936</td><td>$ 31,572</td><td>$ 22,876</td></tr><tr><td>Cash paid for income taxes - net of refunds</td><td>(947)</td><td>10,415</td><td>18,168</td></tr><tr><td>Non-cash investing activities:</td><td></td><td></td><td></td></tr><tr><td>Capital expenditures incurred but not paid</td><td>1,974</td><td>2,098</td><td>1,248</td></tr><tr><td>Non-cash financing activities:</td><td></td><td></td><td></td></tr><tr><td>Repurchased shares not yet settled</td><td>2,211</td><td>889</td><td>0</td></tr><tr><td>Offset of subordinated notes with escrow</td><td>0</td><td>0</td><td>12,825</td></tr><tr><td>Restricted share stock bonus</td><td>0</td><td>0</td><td>6,222</td></tr></table>

See notes to consolidated financial statements.



# CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended September 24, 2011,
September 25, 2010 and September 26, 2009

## 1. Organization and Significant Accounting Policies

Organization – Central Garden & Pet Company (“Central”), a Delaware corporation, and subsidiaries (the “Company”), is a leading marketer and producer of quality branded products for the pet and lawn and garden supplies markets.

Basis of Consolidation and Presentation – The consolidated financial statements include the accounts of Central and all majority-owned subsidiaries. Noncontrolling interests in consolidated entities are recognized for the share of assets, liabilities and operating results not owned by Central. All intercompany balances and transactions have been eliminated.

Noncontrolling Interest – Noncontrolling interest in the Company’s condensed consolidated financial statements represents the 20% interest not owned by the Company in a consolidated subsidiary. Since the Company controls this subsidiary, its financial statements are fully consolidated with those of the Company, and the noncontrolling owner’s 20% share of the subsidiary’s net assets and results of operations is deducted and reported as noncontrolling interest on the consolidated balance sheets and as net income (loss) attributable to noncontrolling interest in the consolidated statements of operations.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period including realization of accounts receivable and inventory and valuation of goodwill. Actual results could differ from those estimates.

Revenue Recognition – Sales are recognized when merchandise is shipped, risk of loss and title passes to the customer and the Company has no further obligations to provide services related to such merchandise. Discounts, volume-based rebate incentives and most cooperative advertising amounts are recorded as a reduction of sales. The Company’s current practice on product returns is to accept and credit the return of unopened cases of products from customers where the quantity is small, where the product has been mis-shipped or the product is defective. Provisions are made for estimated sales returns which are deducted from net sales at the time of shipment. Sales also include shipping and handling costs billed directly to customers. The amount billed to customers for shipping and handling costs included in net sales for the fiscal years ended September 24, 2011, September 25, 2010, and September 26, 2009 was $2.7 million, $1.2 million and $1.1 million, respectively.

Cost of goods sold and occupancy consists of cost of product, inbound freight charges, purchasing and receiving costs, certain indirect purchasing, merchandise handling and storage costs, internal transfer costs as well as allocations of overhead costs, including depreciation, related to the Company’s facilities. Cost of goods sold excludes substantially all shipping and handling and out-bound freight costs to customers, which are included in selling, general and administrative expenses as delivery expenses. The cost of shipping and handling, including internal costs and payments to third parties, included in delivery expenses within selling, general and administrative expenses for the fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009 was $49.7 million, $48.6 million and $51.7 million, respectively.

Advertising Costs – The Company expenses the costs of advertising as incurred. Advertising expenses were $39.6 million, $35.9 million and $31.4 million in fiscal 2011, 2010 and 2009, respectively.



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

401(k) Plans – The Company sponsors several 401(k) plans which cover substantially all employees. The Company’s matching contributions expensed under these plans were $2.1 million, $1.9 million and $2.0 million for fiscal years 2011, 2010 and 2009, respectively. In fiscal 2011, 2010 and 2009, the Company’s matching contributions made in the Company’s Class A common stock resulted in the issuance of approximately 190,000, 198,000 and 300,000 shares, respectively.

Other income consists principally of earnings from equity method investments and foreign exchange gains and losses.

Income taxes are accounted for under the asset and liability method. Deferred income taxes result primarily from bad debt allowances, inventory and goodwill write-downs, amortization and nondeductible reserves. The Company establishes a valuation allowance for deferred tax assets when management believes it is more likely than not a deferred tax asset will not be realized. As of fiscal 2011 and 2010, the Company had valuation allowances related to various state and foreign net deferred tax assets of $7.5 million and $7.0 million, respectively. The Company has no undistributed foreign earnings.

Cash and cash equivalents include all highly liquid debt instruments with a maturity of three months or less at the date of purchase.

Short term investments include investments with original maturities greater than three months and remaining maturities of one year or less.

Accounts receivable are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest, although a finance charge may be applied to such receivables that are past due.

Allowance for doubtful accounts – Trade accounts receivable are periodically evaluated for collectibility based on past credit history with customers and their current financial condition.

Inventories, which primarily consist of garden products and pet supplies finished goods, are stated at the lower of FIFO cost or market. Cost includes certain indirect purchasing, merchandise handling and storage costs incurred to acquire or manufacture inventory, costs to unload, process and put away shipments received in order to prepare them to be picked for orders, and certain other overhead costs. The amount of such costs capitalized to inventory is computed based on an estimate of costs related to the procurement and processing of inventory to prepare it for sale compared to total product purchases.

Long-Lived Assets – The Company reviews its long-lived assets, including amortizable and indefinite-lived intangible assets and property, plant and equipment, for potential impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable, and annually for indefinite-lived intangible assets. An impairment loss would be recognized for amortizable intangible assets and property, plant and equipment when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. An impairment loss would be recognized for an intangible asset with an indefinite useful life if its carrying value exceeds its fair value. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. The Company has recorded asset impairment charges when the carrying value of an asset was in excess of its fair value. In fiscal 2010, the Company recognized a non-cash $12.0 million impairment charge to its indefinite-lived intangible assets as a result of the continuing challenging economic environment. Should market conditions or the assumptions used by the Company in determining the fair value of assets change, or management changes plans regarding the



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

future use of certain assets, additional charges to operations may be required in the period in which such conditions occur. See Note 8 – Other Intangible Assets.

Land, buildings, improvements and equipment are stated at cost. Depreciation is computed by the straight-line method over thirty years for buildings. Improvements are amortized on a straight-line basis over the shorter of the useful life of the asset or the terms of the related leases. Depreciation on equipment and capitalized software is computed by the straight-line and accelerated methods over the estimated useful lives of 3 to 10 years.

In December 2007, the Company sold a facility for approximately $5.1 million and entered into a leaseback of the property from the purchaser for a period of approximately eight months. The Company accounted for the leaseback as an operating lease. The Company received cash of $1.3 million and a $3.8 million interest bearing recourse note. The Company recognized a gain of approximately $4.6 million from this sale in the Garden Products segment in fiscal 2008. The note was due in full in January 2009. In January 2009, the Company extended the terms of the note payable on a month-to-month basis and continued to lease the property on a month-to-month basis. Although the Company retained its rights under the terms of the recourse note, during fiscal 2009, the Company concluded that the ultimate repayment may be dependent on the buyer’s sale of the facility. Accordingly, in fiscal 2009, the Company revised its accounting to reverse the previously recognized sale and associated gain for accounting purposes.

Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not subject to amortization but must be evaluated for impairment annually. The Company tests for goodwill impairment annually or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. See Note 7 – Goodwill.

Investments – The Company owns membership interests (from 33% to 49%) in two unconsolidated companies. The Company accounts for its interest in these entities using the equity method. Equity income of $0.9 million in fiscal 2011, $0.6 million in fiscal 2010 and $0.1 million in fiscal 2009 is included in other income in the consolidated statements of operations. The Company’s investment in these entities was $0.9 million at September 24, 2011 and $6.3 million at September 25, 2010. On a combined basis, the assets, liabilities, revenues and expenses of these entities are not significant.

Accruals For Insurance – The Company maintains insurance for certain risks, including workers' compensation, general liability and vehicle liability, and is self-insured for employee related health care benefits. The Company's workers' compensation, general liability and vehicle liability insurance policies include deductibles of $250,000 to $350,000 per occurrence. The Company maintains excess loss insurance that covers any health care claims in excess of $700,000 per person per year. The Company establishes reserves for losses based on its claims experience and actuarial estimates of the ultimate loss amount inherent in the claims, including claims incurred but not yet reported. Costs are recognized in the period the claim is incurred, and the financial statement accruals include an estimate of claims incurred but not yet reported.

Fair Value of Financial Instruments – At September 24, 2011 and September 25, 2010, the carrying amount of cash and cash equivalents, short term investments, accounts receivable and payable, short term borrowings and accrued liabilities approximates fair value because of the short term nature of these instruments. The estimated fair value of the Company’s senior subordinated notes is based on quoted market prices for these instruments. See Note 3 for further information regarding the fair value of the Company’s financial instruments.

Derivative Financial Instruments – The Company reports all derivative financial instruments on the balance sheet at fair value. Changes in fair value are recognized in earnings, or are deferred, depending on the nature of



# CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the underlying exposure being hedged and how effective the derivative is at offsetting a change in the underlying exposure.

The Company principally uses a combination of purchase orders and various short and long-term supply arrangements in connection with the purchase of raw materials, including certain commodities. The Company also enters into commodity futures and options contracts to reduce the volatility of price fluctuations of corn, which impacts the cost of raw materials. The Company’s primary objective when entering into these derivative contracts is to achieve greater certainty with regard to the future price of commodities purchased for use in its supply chain. These derivative contracts are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. The Company does not enter into derivative contracts for speculative purposes and does not use leveraged instruments.

The Company does not perform the assessments required to achieve hedge accounting for commodity derivative positions. Accordingly, the changes in the values of these derivatives are recorded currently in its consolidated statements of operations. As of September 24, 2011 and September 25, 2010, the notional amount of these contracts was not significant.

In February 2009, the Company’s $75 million pay-floating interest rate swap was terminated prior to its maturity by the counterparty in accordance with the terms of the interest rate swap agreement. As a result of this swap termination, the Company received cash proceeds and realized a settlement gain of $2.3 million that was recorded as an adjustment to the carrying amount of the related debt. The settlement gain was being amortized as an offset to interest expense over the remaining term of the debt. In conjunction with the tender offer and purchase of the Company’s 2013 Notes in March 2010, the remaining unamortized gain on the pay-floating interest rate swap was recognized and included as part of the loss on extinguishment of debt included in interest expense on the consolidated statements of operations.

Stock-Based Compensation – Stock-based compensation cost is estimated at the grant date based on the fair value of the award and is expensed ratably over the service period of the award. Total compensation costs recognized under all share-based arrangements in fiscal 2011 was $7.4 million ($4.4 million after tax), fiscal 2010 was $5.6 million ($3.5 million after tax) and in fiscal 2009 was $10.6 million ($6.9 million after tax). See Note 12 for further information.

Total Comprehensive Income – Total comprehensive income consists of two components: net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under generally accepted accounting principles are recorded directly as an element of shareholders' equity, but are excluded from net income. Other comprehensive income is comprised of currency translation adjustments relating to the Company’s foreign subsidiary whose functional currency is not the U.S. dollar. The Company does not have any undistributed foreign earnings.

Recent Accounting Pronouncements – On September 26, 2010, the Company adopted provisions of ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (VIEs).” This ASU amends the guidance for consolidation of VIEs primarily related to the determination of the primary beneficiary of the VIE. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-6, “Improving Disclosures about Fair Value Measurements.” This ASU requires new disclosures regarding transfers in and out of Level 1 and Level 2 fair value measurements, as well as requiring presentation on gross basis information about purchases, sales,



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

issuances and settlements in Level 3 fair value measurements. The ASU also clarifies existing disclosures regarding level of disaggregation, inputs and valuation techniques. The ASU is effective for interim and annual reporting periods beginning after December 15, 2009 and became effective for the Company on December 27, 2009. Disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and were effective for the Company on September 25, 2011. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-28, “Intangibles – Goodwill and Other (Topic 350) – When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years, beginning after December 15, 2010 and was effective for the Company on September 25, 2011. The Company does not anticipate the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, “Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations” (“ASU 2010-29”). The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for material (either on an individual or aggregate basis) business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. ASU 2010-29 is effective for the Company for acquisitions made during the quarter beginning December 26, 2010. The adoption of ASU 2010-29 during the quarter ended March 26, 2011 did not have an impact on the Company’s consolidated financial statements; however, the Company may have additional disclosure requirements if a material acquisition occurs.

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 requires that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements, eliminating the option to present other comprehensive income in the statement of changes in equity. Under either choice, items that are reclassified from other comprehensive income to net income are required to be presented on the face of the financial statements where the components of net income and the components of other comprehensive income are presented. ASU 2011-05 is effective for fiscal years and interim periods within those years, beginning after December 15, 2011 and will be effective for the Company on September 30, 2012. The guidance will be applied retrospectively. This amendment will change the manner in which the Company presents comprehensive income. The Company is in the process of evaluating the impact on its consolidated financial statements.

In September 2011, the FASB issued ASU No. 2011-08, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which amended the guidance on the annual testing of goodwill for impairment.



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The amended guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. The guidance is effective for fiscal years beginning after December 15, 2011, and is effective for the Company on September 30, 2012. The Company has determined that this new guidance will not have a material impact on its consolidated financial statements.

## 2. Fair Value Measurements

ASC 820 establishes a single authoritative definition of fair value, a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 requires financial assets and liabilities to be categorized based on the inputs used to calculate their fair values as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 – Unobservable inputs for the asset or liability, which reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

## Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company had short-term investments, consisting of a bank certificate of deposit, measured at fair value under Level 2 inputs in the fair value hierarchy, as of September 24, 2011.

In February 2009, the Company’s $75 million pay-floating interest rate swap was terminated prior to its maturity by the counterparty in accordance with the terms of the interest rate swap agreement. Prior to its termination, the swap was measured under Level 2 inputs in the fair value hierarchy. As a result of this swap termination, the Company received cash proceeds and realized a settlement gain of $2.3 million that was recorded as an adjustment to the carrying amount of the related debt. In conjunction with the tender offer and purchase of the Company’s 9.125% senior subordinated notes in March 2010, the remaining unrecognized gain on the pay-floating interest rate swap was recognized and included as part of the loss on extinguishment of debt included in interest expense on the condensed consolidated statements of operations. See Note 9, Long Term Debt, for further information.

## Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, goodwill and intangible assets, at fair value on a non-recurring basis. Fair value measurements of non-financial assets and non-financial liabilities are used primarily in the impairment analyses of long-lived assets, goodwill and other intangible assets using a discounted cash flows with Level 3 inputs in the fair value hierarchy. In fiscal 2010, the carrying value of $26.9 million of indefinite-lived intangible assets were written down to their estimated fair value of $14.9 million, resulting in an impairment charge of $12.0 million, which was included in earnings for the period.

## 3. Financial Instruments

The Company’s financial instruments include cash and equivalents, short term investments consisting of a bank certificate of deposit, accounts receivable and payable, short-term borrowings, and accrued liabilities. The carrying amount of these instruments approximates fair value because of their short-term nature.



# CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The estimated fair value of the Company’s $400 million 8.25 % senior subordinated notes due 2018 as of September 24, 2011 was $388.0 million, compared to a carrying value of $400.0 million. The estimated fair value is based on quoted market prices for these notes.

## 4. Acquisitions

## Fiscal 2011

On February 28, 2011, the Company acquired certain assets of a privately-held maker of premium fertilizer for the professional and retail markets for approximately $23 million in cash. The acquired assets were integrated into the business of Pennington Seed, Inc., a wholly owned subsidiary of the Company. The purchase price exceeded the estimated fair value of the tangible and intangible assets acquired by $1.0 million, which was recorded as goodwill.

Contingent performance payments of $1.9 million have been paid in fiscal 2011 for previous acquisitions and recorded as goodwill.

## Fiscal 2010

The Company made no acquisitions during fiscal 2010. Contingent performance payments of $1.8 million were paid for acquisitions made in prior years, which were recorded as goodwill in fiscal 2010.

## Fiscal 2009

The Company made no acquisitions during fiscal 2009. Contingent performance payments of $6.5 million were paid for acquisitions made in prior years, which were recorded as goodwill in fiscal 2009.

## 5. Concentration of Credit Risk and Significant Customers and Suppliers

Customer Concentration – Approximately 45% of the Company’s net sales for fiscal 2011 and 46% of the Company’s net sales for fiscal years 2010 and 2009 were derived from sales to the Company’s top five customers. The Company’s largest customer accounted for approximately 16%, 17% and 18% of the Company’s net sales in each of the fiscal years 2011, 2010 and 2009, respectively. The Company’s second largest customer accounted for approximately 12%, 10% and 11% of the Company’s net sales in each of the fiscal years 2011, 2010 and 2009, respectively. The Company’s third largest customer accounted for approximately 7%, 8% and 7% of the Company’s net sales in each of the fiscal years 2011, 2010 and 2009, respectively. The loss of, or significant adverse change in, the relationship between the Company and any of these three customers could have a material adverse effect on the Company’s business and financial results. The loss of or reduction in orders from any significant customer, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or the Company’s inability to collect accounts receivable from any major customer could also have a material adverse impact on the Company’s business and financial results. As of September 24, 2011 and September 25, 2010 accounts receivable from the Company’s top five customers comprised approximately 40% of the Company’s total accounts receivable, including 11% from the Company’s largest customer.

Supplier Concentration – While the Company purchases products from many different manufacturers and suppliers, approximately 12%, 9% and 8% of the Company’s cost of goods sold in fiscal years 2011, 2010 and 2009, respectively, were derived from products purchased from the Company’s five largest suppliers.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

## 6. Allowance for Doubtful Accounts

Changes in the allowance for doubtful accounts are summarized below (in thousands):

<table><tr><td>Description</td><td>Balances at Beginning of Period</td><td>Charged/ (Credited) to Costs and Expenses</td><td>Asset Write-Offs, Less Recoveries</td><td>Balances at End of Period</td></tr><tr><td>Fiscal year ended September 26, 2009</td><td>$15,181</td><td>$ 6,730</td><td>$(3,897)</td><td>$18,014</td></tr><tr><td>Fiscal year ended September 25, 2010</td><td>18,014</td><td>5,647</td><td>(2,097)</td><td>21,564</td></tr><tr><td>Fiscal year ended September 24, 2011</td><td>21,564</td><td>(3,662)</td><td>(2,312)</td><td>15,590</td></tr></table>

## 7. Goodwill

Changes in the carrying amount of goodwill for the fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009 are as follows (in thousands):

<table><tr><td></td><td>Garden Products Segment</td><td>Pet Products Segment</td><td>Total</td></tr><tr><td>Balance as of September 27, 2008</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>$ 205,874</td><td>$ 397,477</td><td>$ 603,351</td></tr><tr><td>Accumulated impairment losses</td><td>(205,874)</td><td>(195,978)</td><td>(401,852)</td></tr><tr><td></td><td>0</td><td>201,499</td><td>201,499</td></tr><tr><td>Additions in fiscal 2009</td><td>4,799</td><td>1,451</td><td>6,250</td></tr><tr><td>Balance as of September 26, 2009</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>210,673</td><td>398,928</td><td>609,601</td></tr><tr><td>Accumulated impairment losses</td><td>(205,874)</td><td>(195,978)</td><td>(401,852)</td></tr><tr><td></td><td>4,799</td><td>202,950</td><td>207,749</td></tr><tr><td>Additions (reductions) in fiscal 2010</td><td>881</td><td>(1,311)</td><td>(430)</td></tr><tr><td>Balance as of September 25, 2010</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>211,554</td><td>397,617</td><td>609,171</td></tr><tr><td>Accumulated impairment losses</td><td>(205,874)</td><td>(195,978)</td><td>(401,852)</td></tr><tr><td></td><td>5,680</td><td>201,639</td><td>207,319</td></tr><tr><td>Additions in fiscal 2011</td><td>2,029</td><td>875</td><td>2,904</td></tr><tr><td>Balance as of September 24, 2011</td><td></td><td></td><td></td></tr><tr><td>Goodwill</td><td>213,583</td><td>398,492</td><td>612,075</td></tr><tr><td>Accumulated impairment losses</td><td>(205,874)</td><td>(195,978)</td><td>(401,852)</td></tr><tr><td></td><td>$ 7,709</td><td>$ 202,514</td><td>$ 210,223</td></tr></table>

Additions or reductions to goodwill include acquisitions, purchase price adjustments and adjustments of amounts upon finalization of purchase accounting.

The Company tests goodwill for impairment annually (on the first day of the fourth fiscal quarter), or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, by initially comparing the fair value of each of the Company’s four reporting units to their related carrying values. If the fair value of the reporting unit is less than its carrying value, the Company performs an additional step to determine the implied fair value of goodwill associated with that



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

reporting unit. The implied fair value of goodwill is determined by first allocating the fair value of the reporting unit to all of its assets and liabilities and then computing the excess of the reporting unit's fair value over the amounts assigned to the assets and liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, such excess represents the amount of goodwill impairment, and, accordingly, the Company recognizes such impairment. The Company's goodwill impairment analysis also includes a comparison of the aggregate estimated fair value of all four reporting units to the Company's total market capitalization.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The estimate of fair value of each of the Company’s reporting units is based on the Company’s projection of revenues, gross margin, operating costs and cash flows considering historical and estimated future results, general economic and market conditions as well as the impact of planned business and operational strategies. The Company bases its fair value estimates on assumptions the Company believes to be reasonable at the time, but such assumptions are subject to inherent uncertainty. Actual results may differ from those estimates. The valuations employ present value techniques to measure fair value and consider market factors.

The Company performed its fiscal 2009 annual goodwill impairment test as of June 27, 2009. Key assumptions used to determine the fair value of each reporting unit as of our fiscal 2009 annual testing date were: (a) expected cash flow for the period from 2010 to 2015; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on the Company’s analysis, it concluded there was no impairment of goodwill.

The Company performed its fiscal 2010 annual goodwill impairment test as of June 27, 2010. Key assumptions used to determine the fair value of each reporting unit as of the fiscal 2010 annual testing date were: (a) expected cash flow for the period from 2011 to 2016; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on the Company’s analysis, it concluded there was no impairment of goodwill.

As of June 27, 2010, if forecasted cash flows had been 10% lower than estimated, the resulting goodwill impairment, if any, would not have changed. As of June 27, 2010, if the discount rate applied in the Company’s analysis had been 100 basis points higher than estimated, the resulting goodwill impairment, if any, would not have changed.

The Company performed its fiscal 2011 annual goodwill impairment test as of June 26, 2011. Key assumptions used to determine the fair value of each reporting unit as of the fiscal 2011 annual testing date were: (a) expected cash flow for the period from 2012 to 2017; and (b) a discount rate of 10%, which was based on management’s best estimate of the after-tax weighted average cost of capital. Based on the Company’s analysis, it concluded there was no impairment of goodwill.

As of June 26, 2011, if forecasted cash flows had been 10% lower than estimated, the resulting goodwill impairment, if any, would not have changed. As of June 26, 2011, if the discount rate applied in the Company’s analysis had been 100 basis points higher than estimated, the resulting goodwill impairment, if any, would not have changed.

Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future cash flows and discount rate, could result in a significantly different estimate of the fair value of the reporting units in the future and could result in additional impairment of goodwill.

The Company will need to assess goodwill for further impairment in the future if indicators are present.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

## 8. Other Intangible Assets

The following table summarizes the components of gross and net acquired intangible assets:

<table><tr><td></td><td>Gross</td><td>Accumulated Amortization (in millions)</td><td>Impairment</td><td>Net Carrying Value</td></tr><tr><td>September 24, 2011</td><td></td><td></td><td></td><td></td></tr><tr><td>Marketing-related intangible assets - amortizable</td><td>12.3</td><td>(6.3)</td><td>0</td><td>6.0</td></tr><tr><td>Marketing-related intangible assets - nonamortizable</td><td>59.6</td><td>0</td><td>(16.9)</td><td>42.7</td></tr><tr><td>Total</td><td>71.9</td><td>(6.3)</td><td>(16.9)</td><td>48.7</td></tr><tr><td>Customer-related intangible assets - amortizable</td><td>42.7</td><td>(13.0)</td><td>0</td><td>29.7</td></tr><tr><td>Other acquired intangible assets - amortizable</td><td>10.8</td><td>(4.7)</td><td>0</td><td>6.1</td></tr><tr><td>Other acquired intangible assets - nonamortizable</td><td>1.2</td><td>0</td><td>(1.2)</td><td>0</td></tr><tr><td>Total</td><td>12.0</td><td>(4.7)</td><td>(1.2)</td><td>6.1</td></tr><tr><td>Total other intangible assets</td><td>126.6</td><td>(24.0)</td><td>(18.1)</td><td>84.5</td></tr><tr><td>September 25, 2010</td><td></td><td></td><td></td><td></td></tr><tr><td>Marketing-related intangible assets - amortizable</td><td>12.3</td><td>(5.0)</td><td>0</td><td>7.3</td></tr><tr><td>Marketing-related intangible assets - nonamortizable</td><td>59.6</td><td>0</td><td>(16.9)</td><td>42.7</td></tr><tr><td>Total</td><td>71.9</td><td>(5.0)</td><td>(16.9)</td><td>50.0</td></tr><tr><td>Customer-related intangible assets - amortizable</td><td>41.6</td><td>(10.8)</td><td>0</td><td>30.8</td></tr><tr><td>Other acquired intangible assets - amortizable</td><td>9.2</td><td>(3.2)</td><td>0</td><td>6.0</td></tr><tr><td>Other acquired intangible assets - nonamortizable</td><td>1.2</td><td>0</td><td>(1.2)</td><td>0</td></tr><tr><td>Total</td><td>10.4</td><td>(3.2)</td><td>(1.2)</td><td>6.0</td></tr><tr><td>Total other intangible assets</td><td>123.9</td><td>(19.0)</td><td>(18.1)</td><td>86.8</td></tr></table>

Other intangible assets acquired include contract-based and technology-based intangible assets.

The Company evaluates long-lived assets, including amortizable and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company evaluates indefinite-lived intangible assets on an annual basis. In fiscal 2011, the Company tested its indefinite-lived intangible assets and no impairment was indicated. Other factors indicating the carrying value of the Company’s amortizable intangible assets may not be recoverable were not present in fiscal 2011, and accordingly, no impairment testing was performed on these assets. In fiscal 2010, the Company recognized a non-cash 12.0 million impairment charge to its indefinite-lived intangible assets as a result of the continuing challenging economic environment.

In fiscal 2010, factors were present indicating the carrying value of certain amortizable intangible assets may not be recoverable, which prompted the Company to perform impairment testing on these assets. The carrying values of the assets were determined to be recoverable, and accordingly, no impairment charges were recognized during fiscal 2010.

The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from 1 to 25 years; over weighted average remaining lives of eight years for marketing-related intangibles, 18 years for customer-related intangibles and six years for other acquired intangibles. Amortization expense for



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

intangibles subject to amortization was approximately $5.0 million, $4.6 million and $4.0 million, for fiscal 2011, 2010 and 2009, respectively, and is classified within operating expenses in the condensed consolidated statements of operations. Estimated annual amortization expense related to acquired intangible assets in each of the succeeding five years is estimated to be approximately $5 million per year from fiscal 2012 through fiscal 2016.

## 9. Long-Term Debt

Long-term debt consists of the following:

<table><tr><td></td><td>September 24, 2011</td><td>September 25, 2010</td></tr><tr><td></td><td colspan="2">(in thousands)</td></tr><tr><td>Senior subordinated notes, interest at 8.25%, payable semi-annually, principal due March 2018</td><td>$400,000</td><td>$400,000</td></tr><tr><td>Revolving credit facility, interest at Alternate Base Rate plus a margin of 0.75% to 1.75%, or LIBOR plus a margin of 1.75% to 2.75%, final maturity June 2016</td><td>35,000</td><td>0</td></tr><tr><td>Other notes payable</td><td>609</td><td>271</td></tr><tr><td>Total</td><td>435,609</td><td>400,271</td></tr><tr><td>Less current portion</td><td>(279)</td><td>(165)</td></tr><tr><td>Long-term portion</td><td>$435,330</td><td>$400,106</td></tr></table>

## Senior Credit Facility

On June 8, 2011, the Company amended its $275 million, five-year senior secured revolving credit facility (the "Credit Facility") included in its Amended and Restated Credit Agreement (the "Credit Agreement"). Under the modified terms, the Credit Facility has a borrowing capacity of $375 million, an increase of $100 million, and an extension of maturity date by approximately one year, to June 2016. The Credit Facility bears lower interest rates and commitment fees and requires less interest coverage. The Company continues to have the option to increase the size of the Credit Facility by an additional $200 million of incremental term loans and/or revolving loans should it exercise its option and one or more lenders are willing to make such increased amounts available to it. There was an outstanding balance of $35.0 million as of September 24, 2011 under the Credit Facility. There were also $0.1 million of letters of credit outstanding. After giving effect to the financial covenants in the Credit Agreement, the remaining potential borrowing capacity was $339.9 million.

Interest on the amended Credit Facility is based, at the Company’s option, on a rate equal to the Alternate Base Rate (ABR), which is the greatest of the prime rate, the Federal Funds rate plus  \( \frac{1}{2} \)  of 1% or one month LIBOR plus 1%, plus a margin, which fluctuates from 0.75% to 1.75%, or LIBOR plus a margin, which fluctuates from 1.75% to 2.75% and commitment fees that range from 0.30% to 0.50%, determined quarterly based on consolidated total debt to consolidated EBITDA for the most recent trailing 12-month period. As of September 24, 2011, the applicable interest rate on the Credit Facility related to alternate base rate borrowings was 5.0%, and the applicable interest rate related to LIBOR rate borrowings was 3.0%.

The Credit Facility is guaranteed by the Company’s material subsidiaries and is secured by the Company’s assets, excluding real property but including substantially all of the capital stock of the Company’s subsidiaries. The Credit Agreement contains certain financial and other covenants which require the Company to maintain minimum levels of interest coverage and maximum levels of senior debt to EBITDA and that restrict the Company’s ability to repurchase its stock, make investments in or acquisitions of other businesses and pay dividends above certain levels over the life of the Credit Facility. Under the terms of the Company’s Credit



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Facility, it may make restricted payments, including cash dividends and stock repurchases, in an aggregate amount initially not to exceed $200 million over the life of the Credit Facility, subject to qualifications and baskets as defined in the Credit Agreement. As of September 24, 2011, the Company’s Total Leverage Ratio, as defined in the Credit Agreement, was 3.6 to 1.0, and the Company’s Senior Secured Leverage Ratio, as defined in the Credit Agreement with a maximum of 2.0 to 1.0, was 0.3 to 1.0. The Company’s minimum Interest Coverage Ratio was reduced to 2.50 times, from 2.75 times as part of the modification of the Credit Facility. As of September 24, 2011, the Company’s Interest Coverage ratio was 3.4 times. Apart from the covenants limiting restricted payments and capital expenditures, the Credit Facility does not restrict the use of retained earnings or net income. The Company was in compliance with all financial covenants as of September 24, 2011.

The Company recorded a loss on extinguishment of debt of $0.1 million for the fiscal year ended September 24, 2011, as part of interest expense, related to the portion of unamortized deferred financing costs for a lender under the existing facility that is not a lender under the modified Credit Facility. The Company will amortize the remaining $2.4 million of unamortized deferred financing costs related to the existing Credit Facility, as well as approximately $1.1 million of costs incurred as part of the modified Credit Facility, over the five year term of the modified Credit Facility.

## Senior Subordinated Notes and Debt Refinancing

On March 8, 2010, the Company issued $400 million aggregate principal amount of 8.25% senior subordinated notes due March 1, 2018 (the “2018 Notes”). The Company used the proceeds together with available cash to purchase its outstanding $150 million aggregate principal amount of 9.125% senior subordinated notes due February 1, 2013 (the “2013 Notes”), including accrued interest, to repay the $267.1 million outstanding under its senior term loan maturing February 2012 and pay fees and expenses related to the offering. The Company received tenders and consents from the holders of $150 million of its 2013 Notes, including $12.8 million held in escrow for the benefit of the Company, which was previously recorded as a reduction of debt for accounting purposes against the Company’s 2013 Notes.

The 2018 Notes require semiannual interest payments, which commenced on September 1, 2010. The 2018 Notes are unsecured senior subordinated obligations and are subordinated to all of the Company’s existing and future senior debt, including the Company’s Credit Facility. The obligations under the 2018 Notes are fully and unconditionally guaranteed on a senior subordinated basis by each of the Company’s existing and future domestic restricted subsidiaries with certain exceptions. The guarantees are general unsecured senior subordinated obligations of the guarantors and are subordinated to all existing and future senior debt of the guarantors.

The Company may redeem some or all of the 2018 Notes at any time prior to March 1, 2014 at the principal amount plus a “make whole” premium. The Company may redeem some or all of the 2018 Notes at any time on or after March 1, 2014 for 104.125%, after March 1, 2015 for 102.063% and after March 1, 2016 for 100%, plus accrued and unpaid interest. Additionally, at any time prior to March 1, 2013, the Company may redeem up to 35% of the 2018 Notes with any proceeds the Company receives from certain equity offerings at a redemption price of 108.25% of the principal amount, plus accrued and unpaid interest. The holders of the 2018 Notes have the right to require the Company to repurchase all or a portion of the 2018 Notes at a purchase price equal to 101% of the principal amount of the notes repurchased, plus accrued and unpaid interest through the repurchase date upon the occurrence of a change of control.

The 2018 Notes contain customary high yield covenants, including covenants limiting debt incurrence and restricted payments, subject to certain baskets and exceptions.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The scheduled principal repayments on long-term debt as of September 24, 2011 are as follows:

<table><tr><td></td><td>(in thousands)</td></tr><tr><td>Fiscal year:</td><td></td></tr><tr><td>2012</td><td>$ 279</td></tr><tr><td>2013</td><td>244</td></tr><tr><td>2014</td><td>85</td></tr><tr><td>2015</td><td>1</td></tr><tr><td>2016</td><td>35,000</td></tr><tr><td>Thereafter</td><td>400,000</td></tr><tr><td>Total</td><td>$435,609</td></tr></table>

## 10. Commitments and Contingencies

## Commitments

Purchase commitments – Production and purchase agreements (primarily for grass seed and grains) entered into in the ordinary course of business obligate the Company to make future purchases based on estimated yields. The terms of these contracts vary and have fixed prices or quantities. At September 24, 2011, estimated annual purchase commitments were $76.6 million for fiscal 2012, $20.2 million for fiscal 2013, $14.3 million for fiscal 2014, $7.0 million for fiscal 2015, $3.0 million for fiscal 2016 and zero thereafter.

Leases – The Company has operating lease agreements principally for office and warehouse facilities and equipment. Such leases have remaining terms of 1 to 9 years. Rental expense was $24.4 million for fiscal 2011, $26.9 million for fiscal 2010 and $29.1 million for fiscal 2009.

Certain facility leases have renewal options and include escalation clauses. Minimum lease payments include scheduled rent increases pursuant to these escalation provisions.

Aggregate minimum annual payments on non-cancelable operating leases at September 24, 2011 are as follows:

<table><tr><td></td><td>(in thousands)</td></tr><tr><td>Fiscal year:</td><td></td></tr><tr><td>2012</td><td>$18,468</td></tr><tr><td>2013</td><td>10,814</td></tr><tr><td>2014</td><td>7,207</td></tr><tr><td>2015</td><td>5,152</td></tr><tr><td>2016</td><td>2,372</td></tr><tr><td>Thereafter</td><td>1,813</td></tr><tr><td>Total</td><td>$45,826</td></tr></table>

## Contingencies

The Company may from time to time become involved in certain legal proceedings in the ordinary course of business. Currently, the Company is not a party to any legal proceedings that management believes would have a material adverse effect on the Company’s financial position or results of operations.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

## 11. Income Taxes

The provision for income tax expense (benefit) consists of the following:

<table><tr><td rowspan="3"></td><td colspan="3">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td></tr><tr><td colspan="3">(in thousands)</td></tr><tr><td>Current:</td><td></td><td></td><td></td></tr><tr><td>Federal</td><td>$ (5,512)</td><td>$ 9,293</td><td>$ 9,887</td></tr><tr><td>State</td><td>160</td><td>1,902</td><td>2,082</td></tr><tr><td>Foreign</td><td>35</td><td>67</td><td>(82)</td></tr><tr><td>Total</td><td>(5,317)</td><td>11,262</td><td>11,887</td></tr><tr><td>Deferred:</td><td></td><td></td><td></td></tr><tr><td>Federal</td><td>22,667</td><td>15,822</td><td>21,584</td></tr><tr><td>State</td><td>1,214</td><td>1,203</td><td>3,157</td></tr><tr><td>Foreign</td><td>1,031</td><td>(177)</td><td>(260)</td></tr><tr><td>Total</td><td>24,912</td><td>16,848</td><td>24,481</td></tr><tr><td>Total</td><td>$19,595</td><td>$28,110</td><td>$36,368</td></tr></table>

A reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows:

<table><tr><td rowspan="2"></td><td colspan="3">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td></tr><tr><td>Statutory federal income tax rate</td><td>35.0%</td><td>35.0%</td><td>35.0%</td></tr><tr><td>State income taxes, net of federal benefit</td><td>2.8</td><td>3.2</td><td>4.4</td></tr><tr><td>Other permanent differences</td><td>1.4</td><td>(0.9)</td><td>(1.0)</td></tr><tr><td>Adjustment of prior year accruals</td><td>1.2</td><td>(0.3)</td><td>0.0</td></tr><tr><td>Uncertain tax positions</td><td>(0.3)</td><td>(0.1)</td><td>(0.9)</td></tr><tr><td>Credits</td><td>(2.9)</td><td>(0.5)</td><td>(2.3)</td></tr><tr><td>Change in valuation allowances</td><td>3.2</td><td>0.0</td><td>0.0</td></tr><tr><td>Other</td><td>0.4</td><td>0.6</td><td>(0.2)</td></tr><tr><td>Effective income tax rate (benefit)</td><td>40.8%</td><td>37.0%</td><td>35.0%</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred income taxes reflect the impact of “temporary differences” between asset and liability amounts for financial reporting purposes and such amounts as determined based on existing tax laws. The tax effect of temporary differences and carryforwards which give rise to deferred tax assets and liabilities are as follows:

<table><tr><td rowspan="2"></td><td colspan="2">September 24, 2011</td><td colspan="2">September 25, 2010</td></tr><tr><td>Deferred Tax Assets</td><td>Deferred Tax Liabilities</td><td>Deferred Tax Assets</td><td>Deferred Tax Liabilities</td></tr><tr><td>Current:</td><td></td><td></td><td></td><td></td></tr><tr><td>Allowance for doubtful accounts</td><td>$ 5,750</td><td>$ 0</td><td>$ 8,000</td><td>$ 0</td></tr><tr><td>Inventory write-downs</td><td>7,924</td><td>0</td><td>7,426</td><td>0</td></tr><tr><td>Prepaid expenses</td><td>626</td><td>0</td><td>872</td><td>0</td></tr><tr><td>Nondeductible reserves</td><td>1,064</td><td>0</td><td>893</td><td>0</td></tr><tr><td>State taxes</td><td>0</td><td>333</td><td>0</td><td>285</td></tr><tr><td>Employee benefits</td><td>4,690</td><td>0</td><td>6,191</td><td>0</td></tr><tr><td>Other</td><td>3,552</td><td>0</td><td>3,768</td><td>0</td></tr><tr><td>Total</td><td>23,606</td><td>333</td><td>27,150</td><td>285</td></tr><tr><td>Noncurrent:</td><td></td><td></td><td></td><td></td></tr><tr><td>Depreciation and amortization</td><td>0</td><td>11,665</td><td>9,101</td><td>0</td></tr><tr><td>Equity income</td><td>0</td><td>952</td><td>0</td><td>722</td></tr><tr><td>State net operating loss carryforward</td><td>4,043</td><td>0</td><td>4,639</td><td>0</td></tr><tr><td>Stock based compensation</td><td>5,416</td><td>0</td><td>5,266</td><td>0</td></tr><tr><td>State credits</td><td>2,267</td><td>0</td><td>2,655</td><td>0</td></tr><tr><td>Other</td><td>3,461</td><td>0</td><td>2,873</td><td>0</td></tr><tr><td>Valuation allowance</td><td>(7,450)</td><td>0</td><td>(6,995)</td><td>0</td></tr><tr><td>Total</td><td>7,737</td><td>12,617</td><td>17,539</td><td>722</td></tr><tr><td>Total</td><td>$31,343</td><td>$12,950</td><td>$44,689</td><td>$1,007</td></tr></table>

The Company’s state tax net operating losses of $76.3 million expire at various times between 2011 and 2031, and foreign losses of $3.7 million, which do not expire. The Company also has state income tax credits of $3.5 million. $1.3 million of these credits expire at various times beginning in 2012 through 2029. Credits of $2.2 million do not expire. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including past operating results, future taxable income, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance against any deferred tax assets. The Company has determined there will be insufficient future separate state and international taxable income for the separate parent company and the Company’s foreign operations to realize its deferred tax assets. Therefore, valuation allowances of $7.5 million and $7.0 million (net of federal impact) at September 24, 2011 and September 25, 2010, respectively, have been provided to reduce state and foreign deferred tax assets to amounts considered recoverable.

The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. The Company recognizes interest and/or penalties related to income tax matters as a component of pretax income. As of September 24, 2011 and September 25, 2010 there is no accrued interest and penalties related to uncertain tax positions.



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table, which excludes interest and penalties, summarizes the activity related to the Company’s unrecognized tax benefits for fiscal years ended September 25, 2010 and September 24, 2011 (in thousands):

<table><tr><td>Balance as of September 26, 2009</td><td>$ 930</td></tr><tr><td>Increases related to prior year tax positions</td><td>184</td></tr><tr><td>Increases related to current year tax positions</td><td>31</td></tr><tr><td>Decreases related to prior year tax positions</td><td>(125)</td></tr><tr><td>Settlements</td><td>(535)</td></tr><tr><td>Balance as of September 25, 2010</td><td>$ 485</td></tr><tr><td>Increases related to prior year tax positions</td><td>195</td></tr><tr><td>Increases related to current year tax positions</td><td>64</td></tr><tr><td>Decreases related to prior year tax positions</td><td>(308)</td></tr><tr><td>Settlements</td><td>(154)</td></tr><tr><td>Balance as of September 24, 2011</td><td>$ 282</td></tr></table>

As of September 24, 2011, unrecognized income tax benefits totaled approximately $0.3 million and all of the unrecognized tax benefits would, if recognized, impact the Company’s effective income tax rate.

The Company is principally subject to taxation by the United States and various states within the United States. The Company’s tax filings in major jurisdictions are open to examination by tax authorities by the Internal Revenue Service from fiscal year ended 2008 forward and in various state taxing authorities generally from fiscal year ended 2007 forward.

The Company believes that it is reasonably possible that approximately $37,000 of its unrecognized tax benefit may be recognized within twelve months as a result of a settlement.

## 12. Stock-Based Compensation

In February 2003, the Company adopted the 2003 Omnibus Equity Incentive Plan (the “2003 Plan”) which provides for the grant of options and restricted stock to key employees, directors and consultants of the Company up to an aggregate of 2.5 million shares of common stock of the Company. The 2003 Plan is administered by the Compensation Committee of the Board of Directors, which is comprised only of independent directors, and which must approve individual awards to be granted, vesting and exercise of share conditions. The 2003 Plan replaced the 1993 Omnibus Equity Incentive Plan (the “1993 Plan”) which, through January 2003, provided for the grant of options to key employees and consultants of the Company for the purchase of up to an aggregate of 4.8 million shares of common stock of the Company. Upon adoption of the 2003 plan, the Company terminated the 1993 Plan, subject to the remaining outstanding option grants. In February 2005, the Company’s shareholders approved an amendment to the 2003 Plan to increase the number of shares authorized for issuance there under by 3.3 million shares, resulting in a total of 5.8 million shares authorized for issuance under the 2003 Plan.

In connection with a dividend payable in the form of two shares of the Class A Common Stock for each outstanding share of Common Stock and Class B Common Stock on February 5, 2007, the 2003 Plan was amended to include 9,734,982 shares of Class A Common Stock authorized for issuance. In February 2009, the Company’s shareholders approved an increase in the number of shares authorized for issuance under the 2003 Plan by an additional 5,000,000 shares of Class A Common Stock and to authorize for issuance 500,000 shares of Preferred Stock. As a result of these amendments, there is a total of 5,800,000 shares of Common Stock, 14,734,982 shares of Class A Common Stock and 500,000 shares of Preferred Stock authorized under the 2003



# CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Plan. If and when the Company issues any shares of Preferred Stock under the 2003 Plan, it will reduce the amount of Class A Common Stock available for future issuance in an amount equal to the number of shares of Class A Common Stock that are issuable upon conversion of such Preferred Stock. As of September 24, 2011, there were 3,367,715 shares of Common Stock, 8,742,190 shares of Class A Common Stock and no shares of Preferred Stock reserved for outstanding equity awards, and there were 1,609,232 shares of Common Stock, 4,170,487 shares of Class A Common Stock and 500,000 shares of Preferred Stock remaining for future awards.

The Company has a Nonemployee Director Stock Option Plan (the “Director Plan”) which provides for the grant of options and restricted stock to nonemployee directors of the Company. The Director Plan, as amended in 2001 and 2006, provides for the granting of options equal to $200,000 divided by the fair market value of the Company’s common stock on the date of each annual meeting of stockholders and a number of shares of restricted stock equal to $20,000 divided by such fair market value.

## Stock Option Awards

The Company recognized share-based compensation expense of $7.4 million, $5.6 million and $10.6 million for the years ended September 24, 2011, September 25, 2010 and September 26, 2009, respectively, as a component of selling, general and administrative expenses. Share-based compensation expense in fiscal 2011, 2010 and 2009 consisted of $3.1 million, $2.5 million and $4.0 million for stock options, and $2.4 million, $1.1 million and $4.6 million for restricted stock awards. Additionally, in fiscal 2011, 2010 and 2009, share-based compensation expense includes $1.9 million, $1.9 million and $2.0 million for the Company’s 401(k) matching contributions.

Prior to fiscal 2008, stock options granted were generally exercisable with a 30 month cliff vesting and 42 month expiration, but were also granted with vesting increments of 20%, 25% or 33% per year beginning two, three or four years from the date of grant and expiring one year after the last increment has vested.

In fiscal 2008, the Company began granting performance-based options under its 2003 Plan to key employees and executives whose vesting is contingent upon service and meeting various business unit, segment and company-wide performance goals, including adjusted earnings before taxes and net controllable assets. The options are granted at the then-current market price, except for 4.4 million shares that were granted at prices significantly above the grant date market price. The options contingently vest up to 20% each year over the following 5 years dependent upon the achievement of the target performance measures and have contractual lives of 6 years. Of the options granted in fiscal 2008, approximately 216,000 options scheduled to possibly vest in each of fiscal years 2009 and 2010 were amended and were only subject to service vesting conditions. If any of the options subject to the performance target measurements do not vest on any particular vesting date because the Company, segment and/or business unit performance has not been achieved, such options will vest and become exercisable if at the end of the following fiscal year, the cumulative target for that later fiscal year has been achieved. The fair value of each performance-based option granted was estimated on the date of grant using the same option valuation model used for options granted as service vesting only. We currently estimate the performance-based options are probable of achievement and are recording the related expense over the estimated service period. In fiscal 2011, 100% of the performance options granted in fiscal 2010 that were eligible to vest in fiscal 2011 had vested. In fiscal 2011, approximately 97%, on a cumulative basis, of the performance options granted in fiscal 2009 that were eligible to vest in fiscal 2011 had vested. In fiscal 2011, approximately 99%, on a cumulative basis, of the performance options granted in fiscal 2008 that were eligible to vest in fiscal 2009 through fiscal 2011 had vested. To the extent Company goals are not achieved, the amount of stock-based compensation recognized in the future will be adjusted.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. Expected stock price volatilities are estimated based on the Company’s historical volatility. The



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free rates are based on U.S. Treasury yields, for notes with comparable terms as the option grants, in effect at the time of the grant. For purposes of this valuation model, no dividends have been assumed.

The Company’s calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected life from the date of grant, 3.5 years in fiscal 2011, 3.5 years in fiscal 2010 and 3.5 years in fiscal 2009; stock price volatility, 36.4% in fiscal 2011, 37.3% in fiscal 2010 and 36.7% in fiscal 2009; risk free interest rates, 2.2% in fiscal 2011, 2.0% in fiscal 2010 and 1.6% in fiscal 2009; and no dividends during the expected term.

The following table summarizes option activity for the period ended September 24, 2011:

<table><tr><td></td><td>Number of Shares (in thousands)</td><td>Weighted Average Exercise Price per Share</td><td>Weighted Average Remaining Contractual Life</td><td>Aggregate Intrinsic Value (in thousands)</td></tr><tr><td>Outstanding at September 25, 2010</td><td>11,083</td><td>$10.39</td><td>4 years</td><td>$15,567</td></tr><tr><td>Granted</td><td>3,080</td><td>$11.36</td><td></td><td></td></tr><tr><td>Exercised</td><td>(703)</td><td>$ 6.20</td><td></td><td></td></tr><tr><td>Cancelled or expired</td><td>(1,350)</td><td>$12.42</td><td></td><td></td></tr><tr><td>Outstanding at September 24, 2011</td><td>12,110</td><td>$10.66</td><td>4 years</td><td>$ 2,956</td></tr><tr><td>Exercisable at September 26, 2009</td><td>2,302</td><td>$11.96</td><td>3 years</td><td>$ 3,004</td></tr><tr><td>Exercisable at September 25, 2010</td><td>3,422</td><td>$11.67</td><td>2 years</td><td>$ 3,794</td></tr><tr><td>Exercisable at September 24, 2011</td><td>4,162</td><td>$11.32</td><td>3 years</td><td>$ 1,139</td></tr><tr><td>Expected to vest after September 24, 2011</td><td>7,073</td><td>$10.31</td><td>4 years</td><td>$ 1,617</td></tr></table>

The weighted average grant date fair value of options granted during the fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009 was $2.04, $2.65 and $1.90, respectively. The total intrinsic value of options exercised during the fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009 was $2.6 million, $2.2 million and $1.5 million, respectively.

As of September 24, 2011, there was $9.8 million of total unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a remaining weighted average vesting period of 4 years.

## Restricted Stock Awards

As of September 24, 2011 and September 25, 2010, there were 804,100 and 432,140 shares, respectively, of restricted stock awards outstanding. The awards generally vest in 20% or 25% increments, some after a two or three year waiting period, over a six or seven year period of employment after the grant date. In fiscal 2009, approximately $6.2 million of bonus amounts earned in fiscal 2008 were paid by granting approximately 620,000 of restricted shares that vested immediately.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Restricted stock award activity during the three fiscal years in the period ended September 24, 2011 is summarized as follows:

<table><tr><td></td><td>Number of Shares (in thousands)</td><td>Weighted Average Grant Date Fair Value per Share</td></tr><tr><td>Nonvested at September 27, 2008</td><td>563</td><td>$13.84</td></tr><tr><td>Granted</td><td>905</td><td>$ 7.06</td></tr><tr><td>Vested</td><td>(778)</td><td>$ 7.36</td></tr><tr><td>Forfeited</td><td>(172)</td><td>$14.87</td></tr><tr><td>Nonvested at September 26, 2009</td><td>518</td><td>$11.39</td></tr><tr><td>Granted</td><td>180</td><td>$ 9.54</td></tr><tr><td>Vested</td><td>(134)</td><td>$10.15</td></tr><tr><td>Forfeited</td><td>(132)</td><td>$11.66</td></tr><tr><td>Nonvested at September 25, 2010</td><td>432</td><td>$10.60</td></tr><tr><td>Granted</td><td>496</td><td>$ 9.32</td></tr><tr><td>Vested</td><td>(120)</td><td>$12.38</td></tr><tr><td>Forfeited</td><td>(4)</td><td>$13.00</td></tr><tr><td>Nonvested at September 24, 2011</td><td>804</td><td>$ 9.79</td></tr></table>

The weighted average grant date fair value of restricted stock awards granted during the fiscal years ended September 24, 2011, September 25, 2010 and September 26, 2009 was $9.32, $9.54 and $7.06, respectively. The aggregate fair value as of the vesting date of restricted shares that vested was $1.1 million, $1.3 million and $5.0 million for fiscal 2011, 2010 and 2009, respectively.

As of September 24, 2011, there was $5.4 million of unrecognized compensation cost related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of four years.

## 13. Shareholders' Equity

At September 24, 2011, there were 80,000,000 shares of common stock ($0.01 par value) authorized, of which 12,949,593 were outstanding, and 100,000,000 shares of non-voting Class A common stock ($0.01 par value) authorized, of which 35,941,360 were outstanding. The preferences and relative rights of the Class A common stock are identical to common stock in all respects, except that the Class A common stock generally will have no voting rights unless otherwise required by Delaware law.

There are 3,000,000 shares of Class B stock ($0.01 par value) authorized, of which 1,652,262 were outstanding at September 24, 2011 and September 25, 2010. The voting powers, preferences and relative rights of the Class B stock are identical to common stock in all respects except that (i) the holders of common stock are entitled to one vote per share and the holders of Class B stock are entitled to the lesser of ten votes per share or 49% of the total votes cast, (ii) stock dividends on common stock may be paid only in shares of common stock and stock dividends on Class B stock may be paid only in shares of Class B stock and (iii) shares of Class B stock have certain conversion rights and are subject to certain restrictions on ownership and transfer. Each share of Class B stock is convertible into one share of common stock, at the option of the holder. Additional shares of Class B stock may only be issued with majority approval of the holders of the common stock and Class B stock, voting as separate classes.



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the Company’s former stock repurchase program, the Company was authorized to repurchase up to $100 million of its common stock, in part, to minimize the dilutive impact of the Company’s stock-based equity compensation programs over time. In July 2010, the Company’s Board of Directors authorized a new $100 million share repurchase program. During the third fiscal quarter of fiscal 2011, the Company completed this share repurchase program, and the Company’s Board of Directors authorized a new $100 million share repurchase program. During the fiscal year ended September 24, 2011, the Company repurchased 3.3 million shares of its voting common stock for an aggregate price of approximately $30.2 million and 8.6 million shares of its Class A non-voting common stock for an aggregate price of approximately $78.5 million. In total, as of September 24, 2011, the Company had repurchased approximately 10.4 million shares under the former repurchase program for approximately $100.0 million, and approximately 3.6 million shares for an aggregate price of approximately $27.9 million under the new share repurchase program.

## 14. Earnings per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share (EPS) computations:

<table><tr><td rowspan="2"></td><td colspan="3">Fiscal Year Ended September 24, 2011</td><td colspan="3">Fiscal Year Ended September 25, 2010</td><td colspan="3">Fiscal Year Ended September 26, 2009</td></tr><tr><td>Net Income</td><td>Shares</td><td>Per Share</td><td>Net Income</td><td>Shares</td><td>Per Share</td><td>Net Income</td><td>Shares</td><td> per Share</td></tr><tr><td></td><td></td><td></td><td></td><td colspan="6">(in thousands, except per share amounts)</td></tr><tr><td>Basic EPS:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net income available to common shareholders</td><td>$28,323</td><td>56,217</td><td>$0.50</td><td>$45,833</td><td>64,272</td><td>$0.71</td><td>$65,948</td><td>69,499</td><td>$0.95</td></tr><tr><td>Effect of dilutive securities:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Options to purchase common stock</td><td>274</td><td>0</td><td></td><td>680</td><td>(0.01)</td><td></td><td>506</td><td>(0.01)</td><td></td></tr><tr><td>Restricted shares</td><td>154</td><td>0</td><td></td><td>139</td><td>0</td><td></td><td>259</td><td>0</td><td></td></tr><tr><td>Diluted EPS:</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Net income available to common shareholders</td><td>$28,323</td><td>56,645</td><td>$0.50</td><td>$45,833</td><td>65,091</td><td>$0.70</td><td>$65,948</td><td>70,264</td><td>$0.94</td></tr></table>

Options to purchase 12.1 million shares of common stock and Class A common stock at prices ranging from $4.60 to $17.99 per share were outstanding at September 24, 2011. Of these shares, 8.4 million were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. Options to purchase 11.1 million shares of common stock and Class A common stock at prices ranging from $4.60 to $17.99 per share were outstanding at September 25, 2010. Of these shares, 5.7 million were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive. Options to purchase 10.5 million shares of common stock and Class A common stock at prices ranging from $4.26 to $17.99 per share were outstanding at September 26, 2009. Of these shares, 6.7 million were not included in the computation of diluted earnings per share because the option exercise prices were greater than the average market price of the common shares and, therefore, the effect of including these options would be anti-dilutive.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

## 15. Quarterly Financial Data – Unaudited

<table><tr><td rowspan="3"></td><td colspan="5">Fiscal 2011</td></tr><tr><td>1st Quarter</td><td>2nd Quarter</td><td>3rd Quarter</td><td>4th Quarter</td><td></td></tr><tr><td colspan="5">(in thousands, except per share amounts)</td></tr><tr><td>Net sales</td><td>$281,719</td><td>$485,724</td><td>$484,303</td><td>$376,906</td><td></td></tr><tr><td>Gross profit</td><td>83,057</td><td>163,269</td><td>149,389</td><td>98,204</td><td></td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company</td><td>(9,592)</td><td>31,766</td><td>17,081</td><td>(10,932)</td><td></td></tr><tr><td>Net income (loss) per share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ (0.16)</td><td>$ 0.55</td><td>$ 0.32</td><td>$ (0.21)</td><td></td></tr><tr><td>Diluted</td><td>$ (0.16)</td><td>$ 0.54</td><td>$ 0.31</td><td>$ (0.21)</td><td></td></tr><tr><td>Weighted average common shares outstanding:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>60,941</td><td>57,955</td><td>54,020</td><td>51,943</td><td></td></tr><tr><td>Diluted</td><td>60,941</td><td>58,433</td><td>54,498</td><td>51,943</td><td></td></tr><tr><td rowspan="3"></td><td colspan="5">Fiscal 2010</td></tr><tr><td>1st Quarter</td><td>2nd Quarter</td><td>3rd Quarter</td><td>4th Quarter</td><td></td></tr><tr><td colspan="5">(in thousands, except per share amounts)</td></tr><tr><td>Net sales</td><td>$269,236</td><td>$441,936</td><td>$465,486</td><td>$346,990</td><td></td></tr><tr><td>Gross profit</td><td>87,769</td><td>161,189</td><td>162,774</td><td>103,434</td><td></td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company</td><td>(2,894)</td><td>31,620</td><td>25,873</td><td>(8,766) (1)</td><td></td></tr><tr><td>Net income (loss) per share:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>$ (0.04)</td><td>$ 0.49</td><td>$ 0.41</td><td>$ (0.14)</td><td></td></tr><tr><td>Diluted</td><td>$ (0.04)</td><td>$ 0.49</td><td>$ 0.40</td><td>$ (0.14)</td><td></td></tr><tr><td>Weighted average common shares outstanding:</td><td></td><td></td><td></td><td></td><td></td></tr><tr><td>Basic</td><td>66,828</td><td>63,988</td><td>63,810</td><td>62,476</td><td></td></tr><tr><td>Diluted</td><td>66,828</td><td>64,950</td><td>64,606</td><td>62,476</td><td></td></tr></table>

(1) The Company recognized a $12 million impairment charge related to indefinite-lived intangible assets during the fourth quarter of fiscal 2010.

## 16. Transactions with Related Parties

During fiscal 2011, 2010 and 2009, subsidiaries of the Company purchased approximately $0.9 million, $0.9 million and $1.1 million, respectively, of products from Bio Plus, Inc., a company that produces granular peanut hulls. As of September 24, 2011 and September 25, 2010, the amounts owed to BioPlus, Inc for such purchases were not material. A director of the Company is a minority shareholder and a director of Bio Plus, Inc.

During fiscal 2011, 2010 and 2009, Tech Pac, a subsidiary of the Company, made purchases from Contract Packaging, Inc, (“CPI”), Tech Pac’s principal supplier and a minority 20% shareholder. Tech Pac’s total purchases from CPI were approximately $33 million, $25 million and $29 million for fiscal years 2011, 2010 and 2009, respectively. Amounts due to CPI as of September 24, 2011 were $2.2 million and were not material as of September 25, 2010.

## 17. Business Segment Data

An operating segment is defined as a portion of an enterprise engaged in business activities about which separate financial information is available and evaluated regularly by the chief operating decision-maker in determining how to allocate resources and in assessing performance. The Company’s chief operating decision-maker is its Chief Executive Officer. Operating segments are managed separately because each segment



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

represents a strategic business that offers different products or services. The Company’s Chief Executive Officer evaluates performance based on profit or loss from operations. The Company’s Corporate division is included in the following presentation since certain expenses of this division are not allocated separately to the two operating segments. Segment assets exclude cash equivalents, short-term investments, deferred taxes and goodwill.

Management has determined that the Company has two operating segments which are also reportable segments based on the level at which the Chief Executive Officer reviews the results of operations to make decisions regarding performance assessment and resource allocation. These operating segments are the Pet Products Group and the Garden Products Group. Substantially all of the Company’s assets and operations relate to its business in the United States.

The Pet Products Group segment consists of Four Paws Products, TFH Publications, Kaytee, Aquatics, Interpet, Pets International, Breeder’s Choice and Life Sciences. These businesses are engaged in the manufacturing, purchase, sale and delivery of internally and externally produced pet supplies, books and food principally to independent pet distributors, national and regional retail chains, grocery stores, mass merchants and bookstores. The Garden Products segment consists of Pennington Seed, Matthews Four Seasons, Grant’s, AMBRANDS, Lilly Miller, the Pottery Group, Gulfstream and GKI/Bethlehem Lighting. Products manufactured, designed and sourced, or distributed are products found typically in the lawn and garden sections of mass merchandisers, warehouse-type clubs, home improvement centers and nurseries and include grass seed, bird feed, clay pottery, outdoor wooden planters and trellises, herbicides and insecticides. These products are sold directly to national and regional retail chains, independent garden distributors, grocery stores, nurseries and garden supply retailers.

The Corporate division includes expenses associated with corporate functions and projects, certain employee benefits, goodwill, interest income, interest expense and intersegment eliminations.

The following table indicates each class of similar products which represented more than 10% of the Company’s consolidated net sales in the fiscal years presented (in millions).

<table><tr><td>Category</td><td>2011</td><td>2010</td><td>2009</td></tr><tr><td>Pet supplies (excluding bird feed)</td><td>$ 773.1</td><td>$ 766.5</td><td>$ 756.8</td></tr><tr><td>Garden chemicals and control products</td><td>260.0</td><td>255.5</td><td>270.5</td></tr><tr><td>Other garden supplies</td><td>212.1</td><td>196.0</td><td>211.8</td></tr><tr><td>Bird feed</td><td>197.5</td><td>168.9</td><td>200.7</td></tr><tr><td>Grass seed</td><td>185.9</td><td>136.7</td><td>174.5</td></tr><tr><td>Total</td><td>$1,628.6</td><td>$1,523.6</td><td>$1,614.3</td></tr></table>

The Company’s largest customer represented approximately 16%, 17% and 18% of the total company net sales in fiscal 2011, 2010 and fiscal 2009, respectively, and represented approximately 28% of Garden Products’ net sales in fiscal 2011, 31% in fiscal 2010 and 32% in fiscal 2009. Sales to the Company’s second largest customer represented approximately 12%, 10% and 11% of total company net sales in fiscal 2011, 2010 and 2009, respectively, and represented approximately 24% of Garden Products’ net sales in fiscal 2011, and 22% in both fiscal years 2010 and 2009. Sales to the Company’s third largest customer represented approximately 15% of Garden Products’ net sales in fiscal 2011, 18% in fiscal 2010 and 14% in fiscal 2009. The Pet Products’ largest customer represented approximately 12% of Pet Products’ net sales in fiscal 2011, 11% in fiscal 2010 and approximately 10% in fiscal 2009.



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Financial information relating to the Company’s business segments for each of the three most recent fiscal years is presented in the table below.

<table><tr><td rowspan="2"></td><td colspan="4">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td><td>(in thousands)</td></tr><tr><td>Net sales:</td><td></td><td></td><td></td><td></td></tr><tr><td>Pet Products</td><td>$ 851,307</td><td>$ 840,576</td><td>$ 833,178</td><td></td></tr><tr><td>Garden Products</td><td>777,345</td><td>683,072</td><td>781,122</td><td></td></tr><tr><td>Total</td><td>$1,628,652</td><td>$1,523,648</td><td>$1,614,300</td><td></td></tr><tr><td>Income (loss) from operations:</td><td></td><td></td><td></td><td></td></tr><tr><td>Pet Products</td><td>$ 77,623</td><td>$ 97,893 (1)</td><td>$ 102,156</td><td></td></tr><tr><td>Garden Products</td><td>50,013</td><td>52,995</td><td>68,927</td><td></td></tr><tr><td>Corporate</td><td>(42,461)</td><td>(41,814)</td><td>(45,097)</td><td></td></tr><tr><td>Total</td><td>85,175</td><td>109,074</td><td>125,986</td><td></td></tr><tr><td>Interest expense</td><td>(38,044)</td><td>(33,706)</td><td>(22,710)</td><td></td></tr><tr><td>Interest income</td><td>296</td><td>119</td><td>649</td><td></td></tr><tr><td>Other income</td><td>550</td><td>419</td><td>52</td><td></td></tr><tr><td>Income before income taxes and noncontrolling interest</td><td>47,977</td><td>75,906</td><td>103,977</td><td></td></tr><tr><td>Income taxes</td><td>19,595</td><td>28,110</td><td>36,368</td><td></td></tr><tr><td>Net income including noncontrolling interest</td><td>28,382</td><td>47,796</td><td>67,609</td><td></td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>59</td><td>1,963</td><td>1,661</td><td></td></tr><tr><td>Net income attributable to Central Garden &amp; Pet Company</td><td>$ 28,323</td><td>$ 45,833</td><td>$ 65,948</td><td></td></tr><tr><td>Assets:</td><td></td><td></td><td></td><td></td></tr><tr><td>Pet Products</td><td>$ 396,637</td><td>$ 385,894</td><td>$ 394,150</td><td></td></tr><tr><td>Garden Products</td><td>350,234</td><td>323,387</td><td>348,825</td><td></td></tr><tr><td>Corporate and eliminations</td><td>346,132</td><td>421,603</td><td>407,950</td><td></td></tr><tr><td>Total</td><td>$1,093,003</td><td>$1,130,884</td><td>$1,150,925</td><td></td></tr><tr><td>Depreciation and amortization:</td><td></td><td></td><td></td><td></td></tr><tr><td>Pet Products</td><td>$ 14,479</td><td>$ 15,422</td><td>$ 15,844</td><td></td></tr><tr><td>Garden Products</td><td>5,986</td><td>6,107</td><td>6,571</td><td></td></tr><tr><td>Corporate</td><td>8,101</td><td>7,340</td><td>6,740</td><td></td></tr><tr><td>Total</td><td>$ 28,566</td><td>$ 28,869</td><td>$ 29,155</td><td></td></tr><tr><td>Expenditures for long-lived assets:</td><td></td><td></td><td></td><td></td></tr><tr><td>Pet Products</td><td>$ 9,953</td><td>$ 8,216</td><td>$ 7,148</td><td></td></tr><tr><td>Garden Products</td><td>5,902</td><td>2,984</td><td>3,154</td><td></td></tr><tr><td>Corporate</td><td>15,708</td><td>12,990</td><td>6,203</td><td></td></tr><tr><td>Total</td><td>$ 31,563</td><td>$ 24,190</td><td>$ 16,505</td><td></td></tr></table>

Noncontrolling interest is associated with Garden Products.

(1) Includes indefinite-lived intangible asset impairment of $12,000.



# CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

## 18. Consolidating Condensed Financial Information of Guarantor Subsidiaries

Certain 100% wholly-owned subsidiaries of the Company (as listed below, collectively the “Guarantor Subsidiaries”) have guaranteed fully and unconditionally, on a joint and several basis, the obligation to pay principal and interest on the Company’s $400 million 8.25% Senior Subordinated Notes issued on March 8, 2010 (the “Notes”). Certain subsidiaries and operating divisions are not guarantors of the Notes and have been included in the financial results of the Parent in the information below. These Non-Guarantor entities are not material to the Parent. Those subsidiaries that are guarantors and co-obligors of the Notes are as follows:

Farnam Companies, Inc.

Four Paws Products Ltd.

Grant Laboratories, Inc.

Gulfstream Home & Garden, Inc.

Interpet USA, LLC

Kaytee Products, Inc.

Matthews Redwood & Nursery Supply, Inc.

Matson, LLC

New England Pottery, LLC

Pennington Seed, Inc. (including Pennington Seed, Inc. of Nebraska, Gro Tec, Inc., Seeds West, Inc.,

All-Glass Aquarium Co., Inc. and Cedar Works, LLC.)

Pets International, Ltd.

T.F.H. Publications, Inc.

Wellmark International (including B2E Corporation and B2E Biotech LLC)

In lieu of providing separate audited financial statements for the Guarantor Subsidiaries, the Company has included the accompanying consolidating condensed financial statements based on the Company’s understanding of the Securities and Exchange Commission’s interpretation and application of Rule 3-10 of the Securities and Exchange Commission’s Regulation S-X.



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended September 24, 2011
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net sales</td><td>$499,930</td><td>$1,253,320</td><td>$(124,598)</td><td>$1,628,652</td></tr><tr><td>Cost of goods sold and occupancy</td><td>377,597</td><td>881,734</td><td>(124,598)</td><td>1,134,733</td></tr><tr><td>Gross profit</td><td>122,333</td><td>371,586</td><td>0</td><td>493,919</td></tr><tr><td>Selling, general and administrative expenses</td><td>129,982</td><td>278,762</td><td>0</td><td>408,744</td></tr><tr><td>Income (loss) from operations</td><td>(7,649)</td><td>92,824</td><td>0</td><td>85,175</td></tr><tr><td>Interest - net</td><td>(37,985)</td><td>237</td><td>0</td><td>(37,748)</td></tr><tr><td>Other income</td><td>293</td><td>257</td><td>0</td><td>550</td></tr><tr><td>Income (loss) before income taxes and noncontrolling interest</td><td>(45,341)</td><td>93,318</td><td>0</td><td>47,977</td></tr><tr><td>Income taxes (tax benefit)</td><td>(17,537)</td><td>37,132</td><td>0</td><td>19,595</td></tr><tr><td>Net income (loss) including noncontrolling interest</td><td>(27,804)</td><td>56,186</td><td>0</td><td>28,382</td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>59</td><td>0</td><td>0</td><td>59</td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company before equity in undistributed income of guarantor subsidiaries</td><td>(27,863)</td><td>56,186</td><td>0</td><td>28,323</td></tr><tr><td>Equity in undistributed income of guarantor subsidiaries</td><td>56,186</td><td>0</td><td>(56,186)</td><td>0</td></tr><tr><td>Net income attributable to Central Garden &amp; Pet Company</td><td>$28,323</td><td>$ 56,186</td><td>$ (56,186)</td><td>$ 28,323</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended September 25, 2010
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net sales</td><td>$504,962</td><td>$1,143,765</td><td>$ (125,079)</td><td>$1,523,648</td></tr><tr><td>Cost of goods sold and occupancy</td><td>367,555</td><td>766,006</td><td>(125,079)</td><td>1,008,482</td></tr><tr><td>Gross profit</td><td>137,407</td><td>377,759</td><td>0</td><td>515,166</td></tr><tr><td>Selling, general and administrative expenses</td><td>129,904</td><td>264,188</td><td>0</td><td>394,092</td></tr><tr><td>Intangible asset impairments</td><td>0</td><td>12,000</td><td>0</td><td>12,000</td></tr><tr><td>Income from operations</td><td>7,503</td><td>101,571</td><td>0</td><td>109,074</td></tr><tr><td>Interest - net</td><td>(33,898)</td><td>311</td><td>0</td><td>(33,587)</td></tr><tr><td>Other income (expense)</td><td>(7,432)</td><td>7,851</td><td>0</td><td>419</td></tr><tr><td>Income (loss) before income taxes and noncontrolling interest</td><td>(33,827)</td><td>109,733</td><td>0</td><td>75,906</td></tr><tr><td>Income taxes (tax benefit)</td><td>(12,387)</td><td>40,497</td><td>0</td><td>28,110</td></tr><tr><td>Net income (loss) including noncontrolling interest</td><td>(21,440)</td><td>69,236</td><td></td><td>47,796</td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>1,963</td><td>0</td><td>0</td><td>1,963</td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company before equity in undistributed income of guarantor subsidiaries</td><td>(23,403)</td><td>69,236</td><td>0</td><td>45,833</td></tr><tr><td>Equity in undistributed income of guarantor subsidiaries</td><td>69,236</td><td>0</td><td>(69,236)</td><td>0</td></tr><tr><td>Net income attributable to Central Garden &amp; Pet Company</td><td>$45,833</td><td>$ 69,236</td><td>$ (69,236)</td><td>$ 45,833</td></tr></table>

CONSOLIDATING CONDENSED STATEMENT OF OPERATIONS
Fiscal Year Ended September 26, 2009
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net sales</td><td>$489,717</td><td>$1,264,278</td><td>$ (139,695)</td><td>$1,614,300</td></tr><tr><td>Cost of goods sold and occupancy</td><td>358,153</td><td>868,516</td><td>(139,695)</td><td>1,086,974</td></tr><tr><td>Gross profit</td><td>131,564</td><td>395,762</td><td>0</td><td>527,326</td></tr><tr><td>Selling, general and administrative expenses</td><td>122,654</td><td>278,686</td><td>0</td><td>401,340</td></tr><tr><td>Income from operations</td><td>8,910</td><td>117,076</td><td>0</td><td>125,986</td></tr><tr><td>Interest - net</td><td>(22,370)</td><td>309</td><td>0</td><td>(22,061)</td></tr><tr><td>Other income (expense)</td><td>(6,642)</td><td>6,694</td><td>0</td><td>52</td></tr><tr><td>Income (loss) before income taxes and noncontrolling interest</td><td>(20,102)</td><td>124,079</td><td>0</td><td>103,977</td></tr><tr><td>Income taxes (tax benefit)</td><td>(7,711)</td><td>44,079</td><td>0</td><td>36,368</td></tr><tr><td>Net income (loss) including noncontrolling interest</td><td>(12,391)</td><td>80,000</td><td>0</td><td>67,609</td></tr><tr><td>Net income attributable to noncontrolling interest</td><td>1,661</td><td>0</td><td>0</td><td>1,661</td></tr><tr><td>Net income (loss) attributable to Central Garden &amp; Pet Company before equity in undistributed income of guarantor subsidiaries</td><td>(14,052)</td><td>80,000</td><td>0</td><td>65,948</td></tr><tr><td>Equity in undistributed income of guarantor subsidiaries</td><td>80,000</td><td>0</td><td>(80,000)</td><td>0</td></tr><tr><td>Net income attributable to Central Garden &amp; Pet Company</td><td>$65,948</td><td>$ 80,000</td><td>$ (80,000)</td><td>$ 65,948</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED BALANCE SHEET
September 24, 2011
(in thousands)

<table><tr><td rowspan="2"></td><td rowspan="2">Parent</td><td rowspan="2">Guarantor Subsidiaries</td><td rowspan="2">Eliminations</td><td rowspan="2">Consolidated</td></tr><tr></tr><tr><td>ASSETS</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 10,633</td><td>$ 1,398</td><td>$ 0</td><td>$ 12,031</td></tr><tr><td>Short term investments</td><td>17,820</td><td>0</td><td>0</td><td>17,820</td></tr><tr><td>Accounts receivable, net</td><td>47,698</td><td>153,306</td><td>(5,587)</td><td>195,417</td></tr><tr><td>Inventories</td><td>102,861</td><td>226,685</td><td>0</td><td>329,546</td></tr><tr><td>Prepaid expenses and other assets</td><td>29,077</td><td>18,695</td><td>0</td><td>47,772</td></tr><tr><td>Total current assets</td><td>208,089</td><td>400,084</td><td>(5,587)</td><td>602,586</td></tr><tr><td>Land, buildings, improvements and equipment, net</td><td>72,505</td><td>103,897</td><td>0</td><td>176,402</td></tr><tr><td>Goodwill</td><td>0</td><td>210,223</td><td>0</td><td>210,223</td></tr><tr><td>Investment in guarantors</td><td>645,876</td><td>0</td><td>(645,876)</td><td>0</td></tr><tr><td>Other assets</td><td>38,622</td><td>65,170</td><td>0</td><td>103,792</td></tr><tr><td>Total</td><td>$965,092</td><td>$779,374</td><td>$(651,463)</td><td>$1,093,003</td></tr><tr><td>LIABILITIES AND EQUITY</td><td></td><td></td><td></td><td></td></tr><tr><td>Accounts payable</td><td>$ 28,072</td><td>$ 94,039</td><td>$ (5,587)</td><td>$ 116,524</td></tr><tr><td>Accrued expenses and other liabilities</td><td>37,825</td><td>37,582</td><td>0</td><td>75,407</td></tr><tr><td>Total current liabilities</td><td>65,897</td><td>131,621</td><td>(5,587)</td><td>191,931</td></tr><tr><td>Long-term debt</td><td>435,245</td><td>85</td><td>0</td><td>435,330</td></tr><tr><td>Other long-term obligations</td><td>7,168</td><td>1,792</td><td>0</td><td>8,960</td></tr><tr><td>Shareholders&#x27; equity attributable to Central Garden &amp; Pet</td><td>456,776</td><td>645,876</td><td>(645,876)</td><td>456,776</td></tr><tr><td>Noncontrolling interest</td><td>6</td><td>0</td><td>0</td><td>6</td></tr><tr><td>Total equity</td><td>456,782</td><td>645,876</td><td>(645,876)</td><td>456,782</td></tr><tr><td>Total</td><td>$965,092</td><td>$779,374</td><td>$(651,463)</td><td>$1,093,003</td></tr></table>



## CENTRAL GARDEN & PET COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED BALANCE SHEET
September 25, 2010
(in thousands)

<table><tr><td rowspan="2"></td><td colspan="4">Unconsolidated</td></tr><tr><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>ASSETS</td><td></td><td></td><td></td><td></td></tr><tr><td>Cash and cash equivalents</td><td>$ 90,265</td><td>$ 1,195</td><td>$ 0</td><td>$ 91,460</td></tr><tr><td>Short term investments</td><td>15,320</td><td>0</td><td>0</td><td>15,320</td></tr><tr><td>Accounts receivable, net</td><td>47,001</td><td>150,838</td><td>(5,417)</td><td>192,422</td></tr><tr><td>Inventories</td><td>84,129</td><td>201,835</td><td>0</td><td>285,964</td></tr><tr><td>Prepaid expenses and other assets</td><td>23,447</td><td>19,286</td><td>0</td><td>42,733</td></tr><tr><td>Total current assets</td><td>260,162</td><td>373,154</td><td>(5,417)</td><td>627,899</td></tr><tr><td>Land, buildings, improvements and equipment, net</td><td>63,303</td><td>101,978</td><td>0</td><td>165,281</td></tr><tr><td>Goodwill</td><td>0</td><td>207,319</td><td>0</td><td>207,319</td></tr><tr><td>Investment in guarantors</td><td>633,908</td><td>0</td><td>(633,908)</td><td></td></tr><tr><td>Other assets</td><td>47,327</td><td>83,058</td><td>0</td><td>130,385</td></tr><tr><td>Total</td><td>$1,004,700</td><td>$765,509</td><td>$(639,325)</td><td>$1,130,884</td></tr><tr><td>LIABILITIES AND EQUITY</td><td></td><td></td><td></td><td></td></tr><tr><td>Accounts payable</td><td>$ 35,218</td><td>$ 82,810</td><td>$ (5,417)</td><td>$ 112,611</td></tr><tr><td>Accrued expenses and other liabilities</td><td>34,692</td><td>46,891</td><td>0</td><td>81,583</td></tr><tr><td>Total current liabilities</td><td>69,910</td><td>129,701</td><td>(5,417)</td><td>194,194</td></tr><tr><td>Long-term debt</td><td>400,026</td><td>80</td><td>0</td><td>400,106</td></tr><tr><td>Other long-term obligations</td><td>2,621</td><td>1,820</td><td>0</td><td>4,441</td></tr><tr><td>Shareholders&#x27; equity attributable to Central Garden &amp; Pet Company</td><td>530,696</td><td>633,908</td><td>(633,908)</td><td>530,696</td></tr><tr><td>Noncontrolling interest</td><td>1,447</td><td>0</td><td>0</td><td>1,447</td></tr><tr><td>Total equity</td><td>532,143</td><td>633,908</td><td>(633,908)</td><td>532,143</td></tr><tr><td>Total</td><td>$1,004,700</td><td>$765,509</td><td>$(639,325)</td><td>$1,130,884</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
Fiscal Year Ended September 24, 2011
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net cash provided by operating activities</td><td>$ 45,708</td><td>$ 61,486</td><td>$ (56,186)</td><td>$ 51,008</td></tr><tr><td>Additions to property</td><td>(16,803)</td><td>(14,760)</td><td>0</td><td>(31,563)</td></tr><tr><td>Businesses acquired, net of cash acquired</td><td>(23,403)</td><td>(1,904)</td><td>0</td><td>(25,307)</td></tr><tr><td>Return of equity method investment</td><td>3,133</td><td>0</td><td>0</td><td>3,133</td></tr><tr><td>Investment in short term investments</td><td>(2,500)</td><td>0</td><td>0</td><td>(2,500)</td></tr><tr><td>Investment in guarantor</td><td>(11,967)</td><td>(44,219)</td><td>56,186</td><td>0</td></tr><tr><td>Net cash provided (used) by investing activities</td><td>(51,540)</td><td>(60,883)</td><td>56,186</td><td>(56,237)</td></tr><tr><td>Repayments on revolving line of credit</td><td>(668,000)</td><td>0</td><td>0</td><td>(668,000)</td></tr><tr><td>Borrowings on revolving line of credit</td><td>703,000</td><td>0</td><td>0</td><td>703,000</td></tr><tr><td>Repayments of long-term debt</td><td>(190)</td><td>(145)</td><td>0</td><td>(335)</td></tr><tr><td>Proceeds from issuance of common stock</td><td>1,675</td><td>0</td><td>0</td><td>1,675</td></tr><tr><td>Excess tax benefits from stock-based awards</td><td>945</td><td>0</td><td>0</td><td>945</td></tr><tr><td>Repurchase of common stock</td><td>(108,727)</td><td>0</td><td>0</td><td>(108,727)</td></tr><tr><td>Distribution to noncontrolling interest</td><td>(1,500)</td><td>0</td><td>0</td><td>(1,500)</td></tr><tr><td>Payment of financing costs</td><td>(1,055)</td><td>0</td><td>0</td><td>(1,055)</td></tr><tr><td>Net cash used in financing activities</td><td>(73,852)</td><td>(145)</td><td>0</td><td>(73,997)</td></tr><tr><td>Effect of exchange rates on cash</td><td>52</td><td>(255)</td><td>0</td><td>(203)</td></tr><tr><td>Net increase (decrease) in cash and cash equivalents</td><td>(79,632)</td><td>203</td><td>0</td><td>(79,429)</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>90,265</td><td>1,195</td><td>0</td><td>91,460</td></tr><tr><td>Cash and cash equivalents at end of year</td><td>$ 10,633</td><td>$ 1,398</td><td>$ 0</td><td>$ 12,031</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
Fiscal Year Ended September 25, 2010
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net cash provided by operating activities</td><td>$ 69,266</td><td>$ 135,199</td><td>$ (69,236)</td><td>$ 135,229</td></tr><tr><td>Additions to property</td><td>(17,492)</td><td>(6,698)</td><td>0</td><td>(24,190)</td></tr><tr><td>Businesses acquired, net of cash acquired</td><td>0</td><td>(1,756)</td><td>0</td><td>(1,756)</td></tr><tr><td>Investment in short term investments</td><td>(15,320)</td><td>0</td><td>0</td><td>(15,320)</td></tr><tr><td>Investment in guarantor</td><td>58,815</td><td>(128,051)</td><td>69,236</td><td>0</td></tr><tr><td>Net cash provided (used) by investing activities</td><td>26,003</td><td>(136,505)</td><td>69,236</td><td>(41,266)</td></tr><tr><td>Repayments on revolving line of credit</td><td>(10,000)</td><td>0</td><td>0</td><td>(10,000)</td></tr><tr><td>Borrowings on revolving line of credit</td><td>10,000</td><td>0</td><td>0</td><td>10,000</td></tr><tr><td>Repayments of long-term debt</td><td>(407,675)</td><td>(249)</td><td>0</td><td>(407,924)</td></tr><tr><td>Proceeds from issuance of long-term debt</td><td>400,000</td><td>0</td><td>0</td><td>400,000</td></tr><tr><td>Proceeds from issuance of common stock</td><td>1,294</td><td>0</td><td>0</td><td>1,294</td></tr><tr><td>Excess tax benefits from stock-based awards</td><td>836</td><td>0</td><td>0</td><td>836</td></tr><tr><td>Repurchase of common stock</td><td>(66,901)</td><td>0</td><td>0</td><td>(66,901)</td></tr><tr><td>Payment of financing costs</td><td>(12,711)</td><td>0</td><td>0</td><td>(12,711)</td></tr><tr><td>Distribution to noncontrolling interest</td><td>(2,761)</td><td>0</td><td>0</td><td>(2,761)</td></tr><tr><td>Net cash used in financing activities</td><td>(87,918)</td><td>(249)</td><td>0</td><td>(88,167)</td></tr><tr><td>Effect of exchange rates on cash</td><td>(44)</td><td>40</td><td>0</td><td>(4)</td></tr><tr><td>Net increase (decrease) in cash and cash equivalents</td><td>7,307</td><td>(1,515)</td><td>0</td><td>5,792</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>82,958</td><td>2,710</td><td>0</td><td>85,668</td></tr><tr><td>Cash and cash equivalents at end of year</td><td>$ 90,265</td><td>$ 1,195</td><td>$ 0</td><td>$ 91,460</td></tr></table>



## CENTRAL GARDEN & PET COMPANY

## NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONSOLIDATING CONDENSED STATEMENT OF CASH FLOWS
Fiscal Year Ended September 26, 2009
(in thousands)

<table><tr><td></td><td>Parent</td><td>Guarantor Subsidiaries</td><td>Eliminations</td><td>Consolidated</td></tr><tr><td>Net cash provided by operating activities</td><td>$ 179,757</td><td>$ 121,881</td><td>$ (80,000)</td><td>$ 221,638</td></tr><tr><td>Additions to property</td><td>(7,882)</td><td>(8,623)</td><td>0</td><td>(16,505)</td></tr><tr><td>Businesses acquired, net of cash acquired</td><td>0</td><td>(6,549)</td><td>0</td><td>(6,549)</td></tr><tr><td>Proceeds from disposals of property</td><td>0</td><td>2,512</td><td>0</td><td>2,512</td></tr><tr><td>Investment in guarantor</td><td>30,007</td><td>(110,007)</td><td>80,000</td><td>0</td></tr><tr><td>Net cash provided (used) by investing activities</td><td>22,125</td><td>(122,667)</td><td>80,000</td><td>(20,542)</td></tr><tr><td>Repayments on revolving line of credit</td><td>(551,000)</td><td>0</td><td>0</td><td>(551,000)</td></tr><tr><td>Borrowings on revolving line of credit</td><td>473,000</td><td>0</td><td>0</td><td>473,000</td></tr><tr><td>Repayments of long-term debt</td><td>(24,780)</td><td>(221)</td><td>0</td><td>(25,001)</td></tr><tr><td>Proceeds from issuance of common stock</td><td>479</td><td>0</td><td>0</td><td>479</td></tr><tr><td>Excess tax benefits from stock-based awards</td><td>542</td><td>0</td><td>0</td><td>542</td></tr><tr><td>Repurchase of common stock</td><td>(37,821)</td><td>0</td><td>0</td><td>(37,821)</td></tr><tr><td>Payment of financing costs</td><td>(128)</td><td>0</td><td>0</td><td>(128)</td></tr><tr><td>Distribution to noncontrolling interest</td><td>(2,082)</td><td>0</td><td>0</td><td>(2,082)</td></tr><tr><td>Net cash used in financing activities</td><td>(141,790)</td><td>(221)</td><td>0</td><td>(142,011)</td></tr><tr><td>Effect of exchange rates on cash</td><td>0</td><td>(346)</td><td>0</td><td>(346)</td></tr><tr><td>Net increase (decrease) in cash and cash equivalents</td><td>60,092</td><td>(1,353)</td><td>0</td><td>58,739</td></tr><tr><td>Cash and cash equivalents at beginning of year</td><td>22,866</td><td>4,063</td><td>0</td><td>26,929</td></tr><tr><td>Cash and cash equivalents at end of year</td><td>$ 82,958</td><td>$ 2,710</td><td>$ 0</td><td>$ 85,668</td></tr></table>



## EXHIBIT INDEX

Set forth below is a list of exhibits that are being filed or incorporated by reference into this Form 10-K:

Exhibit Number Exhibit

3.1 Fourth Amended and Restated Certificate of Incorporation, including the Certificate of Designation – Series A Convertible Preferred Stock and Certificate of Designation – Series B Convertible Preferred Stock (Incorporated by reference from Exhibit 3.1 to the Company’s Form 10-K for the fiscal year ended September 30, 2006).

3.2 Amended and Restated By-laws of Central Garden & Pet Company, effective February 10, 2009 (Incorporated by reference from Exhibit 3.2 to the Company’s Form 10-Q for the fiscal quarter ended March 28, 2009).

4.1 Specimen Common Stock Certificate (Incorporated by reference from Exhibit 4.1 to Registration Statement No. 33-48070).

4.2 Specimen Class A Common Stock Certificate (Incorporated by reference from Exhibit 1 to the Company’s Form 8-A filed January 24, 2007).

4.4 Indenture, dated as of March 8, 2010, by and between the Company and Wells Fargo Bank, National Association, as trustee (Incorporated by reference from Exhibit 4.2 to the Company’s Form 8-K filed March 8, 2010).

4.5 First Supplemental Indenture, dated as of March 8, 2010, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the issuance of $400,000,000 aggregate principal amount of the Company’s 8.25% Senior Subordinated Notes due 2018. (Incorporated by reference from Exhibit 4.3 to the Company’s Form 8-K filed March 8, 2010).

10.1* Form of Indemnification Agreement between the Company and Executive Officers and Directors (Incorporated by reference from Exhibit 10.18 to Registration Statement No. 33-48070).

10.2 Amended and Restated Credit Agreement dated as of June 25, 2010 among Central Garden & Pet Company, certain of the Company’s subsidiaries, J.P. Morgan Chase Bank, National Association, as Administrative Agent, SunTrust Bank., as Syndication Agent, and certain other lenders (Incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed July 1, 2010).

10.2.1 Amendment No.1 dated June 8, 2011 to the Amended and Restated Credit Agreement dated as of June 25, 2010 among Central Garden & Pet Company, certain institutions listed on the signature pages thereto, and J.P. Morgan Chase Bank, National Association, as Administrative Agent, SunTrust Bank., as Syndication Agent, and certain other lenders (Incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed June 10, 2011).

10.3* 2003 Omnibus Equity Incentive Plan, as amended and restated effective December 10, 2008 (Incorporated by reference from Exhibit 10.4 to the Company’s Form 10-Q for the fiscal quarter ended March 28, 2009).

10.3.1* Form of Nonstatutory Stock Option Agreement for 2003 Omnibus Equity Incentive Plan. (Incorporated by reference from Exhibit 10.5.1 to the Company’s Form 10-K for the fiscal year ended September 25, 2004).

10.3.2* Form of Restricted Stock Agreement for 2003 Omnibus Equity Incentive Plan. (Incorporated by reference from Exhibit 10.5.2 to the Company’s Form 10-K for the fiscal year ended September 25, 2004).

10.3.3* Form of Performance-Based Non-Statutory Stock Option Agreement for 2003 Omnibus Equity Incentive Plan (Incorporated by reference from Exhibit 10.4.3 to the Company’s Form 10-K for the fiscal year ended September 25, 2010).

10.4* Nonemployee Director Equity Incentive Plan, as amended and restated effective December 10, 2008 (Incorporated by reference from Exhibit 10.5 to the Company’s Form 10-Q for the fiscal quarter ended March 28, 2009).



10.4.1* Form of Nonstatutory Stock Option Agreement for Nonemployee Director Equity Incentive Plan (Incorporated by reference from Exhibit 10.6.1 to the Company’s Form 10-Q for the fiscal quarter ended December 25, 2004).

10.4.2* Form of Restricted Stock Agreement for Nonemployee Director Equity Incentive Plan (Incorporated by reference from Exhibit 10.6.2 to the Company’s Form 10-Q for the fiscal quarter ended December 25, 2004).

10.5* Employment Agreement dated as of February 27, 1998 between Pennington Seed, Inc. of Delaware and Brooks Pennington III (Incorporated by reference from Exhibit 10.20 to the Company’s Form 10-K/A for the fiscal year ended September 26, 1998).

10.5.1* Modification and Extension of Employment Agreement dated as of February 27, 1998 between Pennington Seed, Inc. of Delaware and Brooks Pennington III, dated as of May 6, 2003 (Incorporated by reference from Exhibit 10.7.1 to the Company’s Form 10-Q for the fiscal quarter ended June 28, 2003).

10.5.2* Modification and Extension of Employment Agreement and Noncompetition Agreement, dated as of April 10, 2006, between the Company and Brooks M. Pennington III (Incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed April 10, 2006).

10.5.3* Modification and Extension of Employment Agreement and Noncompetition Agreement, dated as of July 1, 2008, between the Company and Brooks M. Pennington III (Incorporated by reference from Exhibit 10.7.2 to the Company’s Form 10-K for the fiscal year ended September 27, 2008).

10.6* Form of Agreement to Protect Confidential Information, Intellectual Property and Business Relationships (Incorporated by reference from Exhibit 10.1 to the Company’s on Form 8-K filed October 14, 2005).

10.7* Form of Post-Termination Consulting Agreement (Incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed October 14, 2005).

10.8* Employment Agreement between the Company and Glen R. Fleischer dated January 14, 2009 (Incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the fiscal quarter ended March 28, 2009).

10.8.1* Separation Agreement between the Company and Glen R. Fleischer dated May 31, 2011 (Incorporated by reference from Exhibit 10.2 to the Company’s Form 10-Q for the fiscal quarter ended June 25, 2011).

10.9* Separation Agreement between the Company and Stuart W. Booth dated January 14, 2010 (Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 21, 2010).

10.10* Employment Offer Letter between the Company and Lori Varlas dated November 5, 2010 (Incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed December 1, 2010).

10.11* Employment Agreement between Gus Halas and Central Garden and Pet Company, dated April 15, 2011 (Incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the fiscal quarter ended June 25, 2011).

10.12* Employment Agreement between the Company and Frank P. Palantoni dated February 1, 2011.

12 Statement re Computation of Ratios of Earnings to Fixed Charges.

14 Code of Ethics (Incorporated by reference from Exhibit 14 to the Company’s Form 10-K for the fiscal year ended September 24, 2005).

21 List of Subsidiaries.

23 Consent of Independent Registered Public Accounting Firm.



Exhibit Number Exhibit

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).

31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).

32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.

32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

 \( ^{*} \)  Management contract or compensatory plan or arrangement.

** Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are otherwise not subject to liability under these sections.



## EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this first (1st) day of February, 2011 is entered into by Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Frank P. Palantoni (“Executive”).

WHEREAS, the Company desires to employ Executive and Executive desires to become employed by the Company;

THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Effective Date: This Agreement shall become effective on February 14, 2011 (“Effective Date”).

2. Term of Employment: Executive will be employed by the Company for an indefinite term, subject to termination as set forth below.

3. Position: Executive shall serve as Executive Vice-President, President-Pet Segment. He shall perform those duties and responsibilities consistent with such position that are assigned to him by the Chief Executive Officer of the Company. Executive’s position and related terms and conditions of employment may from time to time be modified by the Company in its discretion. Executive’s place of employment and the location of his office shall be at Company’s Corporate Headquarters in Walnut Creek, California.

4. Full Time Performance of Duties: During the Term of Employment, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence and reasonable time to wind-up existing commitments during the initial ninety (90) days of employment, Executive agrees to devote substantially all his business time, attention, skill, and efforts to the faithful and loyal performance of his duties under this Agreement and shall not during his employment with the Company engage in any other business activities, duties or pursuits, render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of Company. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities for which Executive will not receive additional compensation from the Company, shall not be considered a breach of this Agreement if those activities do not materially interfere with the services required of Executive under this Agreement. Notwithstanding the above, the Company acknowledges that Executive currently serves as a director of Lexicom Pharmaceuticals and agree that he may continue to serve in that capacity unless and until the Company gives six months' notice that Executive must resign that position.

5. Salary: The Company will pay Executive an annualized base salary of $460,000 in accordance with the Company’s payroll practices for executives. Executive will be eligible for



periodic salary reviews consistent with the Company’s salary review practices for executives, but Executive will not be subject to a reduction, unless mutually agreed by the parties.

6. Bonus: Executive will be eligible for a bonus each year during the Term of Employment with a target amount of fifty percent (50%) of Executive’s base salary in effect at the beginning of the year in question, to be awarded upon attainment of the annual operating goals and the personal goals established by the Chief Executive Officer. The award and amount of any such bonus shall be in the discretion of the Company; provided, however, that during Executive’s initial year at the Company, Executive shall receive a bonus pro rated for the time with the Company and which shall be no less than the pro rated target amount applied to the overall attainment percentage achieved by the Company relative to the initial year bonus standard.

7. Options: Executive will be granted a non-qualified Performance Based Stock Option to purchase 100,000 shares of Company Common Stock (CENT A) with price determined by the “fair market value” upon the date of issue. These options shall vest over a five (5) year period at a rate of twenty percent (20%) per year. The options shall expire six (6) years from the issue date. The right to exercise the options shall be consistent with the terms of the Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan.

8. Restricted Stock: The Executive will receive 50,000 restricted shares of Central Garden & Pet Company Stock (CENT A) on the Effective Date of this Agreement. These shares shall vest at the rate of one-third (1/3) per year beginning at the end of year four (4) and being fully vested at the end of year six (6).

9. Benefits: Subject to all applicable eligibility requirements Executive will participate in any and all 401(k), medical, dental, life and long-term disability insurance and/or other benefit plan which, from time to time, may be established as generally applicable to other similarly situated Company executives. Executive shall be entitled to full relocation benefits in accordance with the Company’s relocation benefit policy, including a home sale assistance benefit provided through NuCompass.

10. Vacation: Executive will earn four (4) weeks vacation annually. Executive’s maximum vacation accrual will be six (6) weeks. Once Executive has accrued six (6) weeks vacation, he will stop earning vacation until he has taken vacation and reduced his accrual below six (6) weeks.

11. Automobile: During the Term of Employment, the Company will provide Executive with a monthly automobile allowance of $1,000. Executive is responsible for taxes, if any, associated with this allowance.

12. Reimbursement of Expenses: The Company will reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of his duties, responsibilities or services under this Agreement in accordance with the Company’s policies, upon presentation by Executive of documentation, expense statements, vouchers and/or other supporting information as the Company may request. In no event shall reimbursements be made for expenses incurred by



Executive after the end of the calendar year following the calendar year in which Executive incurs the expense.

13. Incapacity: In the event that Executive becomes physically or mentally disabled or incapacitated such that it is the reasonable, good faith opinion of the Company that Executive is unable to perform the services required under this Agreement with or without reasonable accommodation, then after four (4) months of continuous physical or mental disability, this Agreement will terminate; provided, however, that during this four (4) month period, Executive shall be entitled to the continuation of his compensation as provided by this Agreement; however such continued payments by the Company shall be integrated with any disability, workers' compensation, or other insurance payments received, such that the total amount does not exceed the compensation as provided by this Agreement. For purposes of this Agreement, physical or mental disability does not include any disability arising from current use of alcohol, drugs or related issues.

14. Termination by the Company For Cause: The Company may terminate Executive for cause. If Executive is terminated for cause, he will receive only his compensation earned pro rata to the date of his termination. All other benefits will cease on the date of Executive’s termination. Cause shall be defined as:

(a) An act or omission constituting negligence or misconduct which is materially injurious to the Company;

(b) Failure to comply with the lawful directives of the Board of Directors;

(c) A material breach of this Agreement by Executive, which is not cured within thirty (30) days after written notice thereof;

(d) Failure to perform in a satisfactory manner, after written notice and an opportunity to cure;

(e) The abuse of alcohol or drugs;

(f) Fraud, theft or embezzlement of Company assets, criminal conduct or any other act of moral turpitude by which is materially injurious to the Company;

(g) A material violation of any securities law, regulation or compliance policy of the Company;

15. Termination By Executive For Cause: Executive may also terminate this Agreement for cause by giving thirty (30) days written notice to the Company’s Vice President of Human Resources of an alleged material breach of this Agreement by the Company, such as, but not limited to, a reduction in base salary that is not mutually-agreed, or a directive to personally relocate that is not acceptable to Executive, provided such breach is not cured by the Company within the thirty (30) day notice period. If Executive terminates his employment under this section,



he will be entitled to the same severance as if he were terminated by the Company without cause as provided in Section 16, below. Such payments shall be Executive’s sole and exclusive remedy in the event of a termination of this Agreement by Executive for cause.

16. Termination By The Company Without Cause: The Company may terminate Executive’s employment under this Agreement at any time without cause by giving Executive thirty (30) days written notice of termination. If the Company terminates Executive under this section, within 10 days after Executive signs a general release of claims in a form acceptable to the Company that becomes irrevocable, provided a later payment is not required by Section 17 below, the Company will pay Executive a severance consisting of a continuation of Executive’s base salary for a nine (9) month period, subject to applicable payroll deductions, and health insurance continuation for nine (9) months, with the COBRA continuation period to commence at the end of the nine (9) months salary and health insurance continuation period. Executive will be provided, at most, sixty (60) days to consider whether to sign such release. Severance payments shall cease, and no further severance obligation will be owed, in the event Executive obtains other equivalent employment during the severance period. If Executive obtains employment during the severance period that pays Executive less than the severance payments provided herein, such payments will reduce the Company’s severance obligation to the extent of such compensation. However, such reduction in severance based upon Executive obtaining new employment will not apply, and Executive’s severance will not be reduced by any income Executive receives under the Post-Employment Consulting Agreement, should Company exercise its option to retain Executive to provide Consulting Services under such Agreement. Such severance payments shall be Executive’s sole and exclusive remedy in the event of a termination of this Agreement by the Company without cause. At its option, the Company may pay Executive thirty (30) days additional salary and benefits provided in this Agreement in lieu of giving Executive the thirty (30) days notice as provided above. The severance provisions hereunder shall not apply to any termination pursuant to Section 13 above.

17. Section 409A Delay: Effective January 1, 2009 each payment hereunder subject to Section 409A will be considered a separate payment for purposes of Section 409A. To the extent that it is determined by the Company in good faith that all or a portion of any payments hereunder subject to Section 409A made in connection with Executive’s separation from service are not exempt from Section 409A and that Executive is a “specified employee” (within the meaning of Section 409A) at the time of his separation from service, then payment of such non-exempt payments shall not be made until the date that is six (6) months and one day after his separation from service (or, if earlier, his death), with any payments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six (6) months and one day following his separation from service and any subsequent payments, if any, being paid in accordance with the dates and terms set forth herein.

18. Termination by Executive Without Cause: Executive may terminate his employment without cause by giving the Company thirty (30) days written notice of termination. If Executive terminates his employment without cause under this section, he will receive only his salary and benefits earned pro rata to the date of his termination. All other salary and benefits will cease on the date of Executive’s termination. At its option, the Company may pay Executive his



salary and benefits provided in this Agreement through the effective date of his written notice of termination and immediately accept his termination.

19. Confidential Business Information: The Company has and will continue to spend significant time, effort and money to develop proprietary information which is vital to the Company’s business. During Executive’s employment with the Company, Executive has and will have access to the Company’s confidential, proprietary and trade secret information including but not limited to information and strategy relating to the Company’s products and services including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries; product development plans; business, acquisition and financial plans and forecasts and marketing and sales plans and forecasts (collectively called “Company Confidential Information”). Executive will not, during his employment with the Company or thereafter, directly or indirectly disclose to any other person or entity, or use for Executive’s own benefit or for the benefit of others besides the Company, any Company Confidential Information. Upon termination of this Agreement, Executive agrees to promptly return all Company Confidential Information.

20. Non-Solicitation of Employees: While Executive is employed by the Company and for twelve (12) months after such employment terminates, Executive will not (acting either directly or indirectly, or through any other person, firm, or corporation) induce or attempt to induce or influence any employee of the Company to terminate employment with the Company when the Company desires to retain that person’s services.

21. Duty of Loyalty: During term of this Agreement and any post-employment consulting agreement, Executive agrees that he will not, nor will he permit any entity or other person under his control, to directly or indirectly hold, manage operate or control, or participate in the ownership, management, operation or control of, or render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, nutrition or pet related products.

22. Separability: Each provision of this Agreement is separable and independent of the other provisions. If any part of this Agreement is found to be invalid, the remainder shall be given full force and effect as permitted by law.

23. Complete Agreement: This Agreement constitutes the entire agreement between Executive and the Company regarding the subjects covered by this Agreement. No other agreement, understanding, statement or promise other than those contained in this Agreement is part of their employment agreement or will be effective. Any modification of this Agreement will be effective only if it is in writing and signed by the Chief Executive Officer of the Company.

24. Notice: All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (except as may otherwise be specifically provided herein to the contrary) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed or mailed by certified or registered mail with postage prepaid:



(a) If to the Company to: Central Garden & Pet Company
1340 Treat Blvd., Suite 600
Walnut Creek, CA 94597
Attention: William E. Brown, Chairman/CEO

with a copy to: Paul Hastings Janofsky & Walker LLP
55 Second Street, 24th Floor
San Francisco, CA 94105
Attention: Robert P. Kristoff, Esq.

(b) If to the Executive to: Frank P. Palantoni
c/o Christopher G. FitzPatrick
Smith, Gambrell & Russel LLP
250 Park Avenue Suite 1900
New York, New York 10177

25. Related Agreements: As an inducement to the Executive and to the Company to enter into this Agreement, Executive has executed Exhibit A Post Employment Consulting Agreement and Exhibit B Agreement to Protect Confidential Information, Intellectual Property and Business Relationships, all attached and incorporated by reference. Exhibits A and B shall survive the termination of this Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year referenced above.

Frank P. Palantoni

/s/ Frank P. Palantoni

Central Garden & Pet Company

By /s/ William E. Brown
William E. Brown, Chairman and Chief
Executive Officer



## EXHIBIT A

## POST EMPLOYMENT CONSULTING AGREEMENT

This Agreement is made this first (1st) day of February, 2011 (the “Effective Date”) by and between Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Frank P. Palantoni (“Executive”).

WHEREAS, Executive recognizes that in his capacity as a key executive with the Company he will provide unique services that will be exceedingly difficult to replace after termination of his employment;

WHEREAS, Executive recognizes that the Company desires continued access to Executive’s unique services, knowledge and a reasonable transition after the termination of Executive’s employment;

WHEREAS, Executive recognizes that he has been provided adequate consideration for entering into this Consulting Agreement (“Agreement”);

THEREFORE, in consideration of the employment of Executive as Executive Vice President, President-Pet Segment and other good and adequate consideration, Executive and the Company agree to the following:

1. Option to Receive Consulting Services. Executive hereby grants the Company an option to receive continuing Consulting Services. This option shall be exercised in the Company’s sole discretion, in writing, no later than ten (10) business days following termination of Executive’s employment with the Company (“Exercise”).

2. Consulting Services. If this option is Exercised, Executive will provide continuing strategic advice and counsel related to the business issues and projects Executive was involved in while employed by the Company (“Consulting Services”). Consulting Services shall perform at such times and in a manner as are mutually agreed and shall, on average, consist of 20 to 30 hours per month.

3. Term of Agreement. If this option is Exercised, Executive will provide Consulting Services effective upon Exercise by the Company and continuing thereafter for a period of twelve (12) months (“Term of Agreement”).

4. Compensation. Executive shall be paid fifteen percent (15%) of his base salary at time of termination of Executive’s employment with the Company during the Term of Agreement. This amount shall be paid one-twelfth (1/12) at the end of each month for twelve (12) months.

5. Expenses. During the Term of Agreement, Executive will be reimbursed by the Company for all expenses necessarily incurred in the performance of this Agreement.



6. Termination. Notwithstanding the Term of Agreement specified above, this Agreement shall terminate under any of the following circumstances: (a) in the event Executive dies, this Agreement shall terminate immediately; (b) if due to physical or mental disability, Executive is unable to perform the services called for under this Agreement with or without reasonable accommodation, either the Company or Executive may terminate this Agreement by providing thirty (30) days' written notice; (c) the Executive materially breaches the terms of this Agreement, and (d) the parties may terminate this Agreement by mutual written agreement.

7. Unique Services; Duty of Loyalty. Executive acknowledges and agrees that the services he performs under this Agreement are of a special, unique, unusual, extraordinary, or intellectual character, which have a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Executive further acknowledges and agrees that, provided the Company exercises its option to engage Executive to provide Consulting Services and compensate him under the terms of this Agreement, during his employment and during the Term of Agreement he will have a continuing fiduciary duty and duty of loyalty to the Company. He agrees that during the Term of Agreement, he will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling law, garden, animal health, nutrition or pet related products or which would otherwise conflict with his obligations to the Company.

8. Confidential Information or Materials. During the Term of Agreement, Executive will have access to the Company’s confidential, proprietary and trade secret information including but not limited to information and strategy regarding the Company’s products and services including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries; product development plans; business, acquisition and financial plans and forecasts and marketing and sales plans and forecasts (collectively called “Company Confidential Information”). Executive will not, during the Term of Agreement or thereafter, directly or indirectly disclose to any other person or entity, or use for Executive’s own benefit or for the benefit of others besides Company, Company Confidential Information. Upon termination of this Agreement, Executive agrees to promptly return all Company Confidential Information.

9. Remedies. Executive understands and acknowledges that Company’s remedies at law for any material breach of this Agreement by Executive are inadequate and that any such breach will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, including the return of consideration paid for this Agreement, Executive agrees that the Company shall have the right to seek specific performance and injunctive relief. It is also expressly agreed that, in the event of such a breach, Company shall also be entitled to recover all of its costs and expenses (including attorneys’ fees) incurred in enforcing its rights hereunder.

10. Independent Contractor Status. For all purposes, during the Term of Agreement, Executive shall be deemed to be an independent contractor, and not an employee or agent of the Company. Accordingly, Executive shall not be entitled to any rights or benefits to which any employee of Company may be entitled.



11. Other Employment. Nothing in this Agreement shall prevent Executive from performing services for other employers or business entities, consistent with the terms of this Agreement, during the Term of Agreement.

12. Intellectual Property Rights. Company shall have sole ownership of and all right, title and interest, to all data, drawings, designs, analyses, graphs, reports, products, tooling, physical property, computer programs, software code, trade secrets and all inventions, discoveries and improvements or other items or concepts, whether patentable or not, (collectively, “Intellectual Property”) which are conceived or reduced to practice during the Term of Agreement and arising out of or relating to the services performed hereunder or using the equipment or resources of the Company. To the extent any such Intellectual Property qualifies as a “work for hire” under the United States Copyright Act (17 U.S.C. Sec. 101), Executive agrees that the Company is the author for copyright purposes. To the extent that any Intellectual Property is not a work for hire, Executive agrees to assign, and hereby does assign, its entire right, title and interest in such Intellectual Property, including the right to sue for past infringements.

13. No Authority to Bind Company. During the Term of Agreement, Executive will not have any authority to commit or bind Company to any contractual or financial obligations without the Company’s prior written consent.

14. Assignment. This is a personal services agreement and Executive may not assign this Agreement, or any interest herein, without the prior written consent of the Company.

15. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot be modified or waived except in a writing signed by both parties.

16. Agreement Enforceable to Full Extent Possible. If any restriction set forth in this Agreement is found by a court to be unenforceable for any reason, the court is empowered and directed to interpret the restriction to extend only so broadly as to be enforceable in that jurisdiction. Additionally, should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein.

17. The parties agree to all of the terms and conditions set forth above.

Dated: 2/1/2011

Dated: 2/1/2011

/s/ Frank P. Palantoni

Frank P. Palantoni

Central Garden & Pet Company

/s/ William E. Brown

William E. Brown

Chairman and Chief Executive Officer



# EXHIBIT B

## AGREEMENT TO PROTECT CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY AND BUSINESS RELATIONSHIPS

This Agreement is made this first (1st) day of February, 2011 (the “Effective Date”) by and between Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”) and Frank P. Palantoni (“Executive,” “I” or “Me”).

I RECOGNIZE that during my employment as a key executive with Central Garden & Pet Company and/or any of its wholly owned subsidiaries, successors and assigns (collectively called “the Company”), I have had and will continue to have access to Confidential Information (as defined below) and valuable business relationships;

I RECOGNIZE that my employment in certain capacities with a competitor could involve the use or disclosure of Company Confidential Information;

I RECOGNIZE that the Company’s Confidential Information and business relationships are critical to its success in the marketplace. The Company operates on a nationwide-basis, and therefore, the Company’s commitment to protecting its Confidential Information and business relationships is nationwide;

I RECOGNIZE that the law regarding restrictive covenants varies from state to state and the law that will apply to this Agreement after I terminate will depend on factors such as where I live, where I work, the location of my employer, the location of my former employer and other factors, many which are unknown at this time;

THEREFORE, in consideration for the compensation provided to me, to prevent the use or disclosure of Company Confidential Information, and to protect the valuable business relationships of the Company, I agree to the following:

## 1. Definitions.

(a) Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean any information, including third-party information, provided to the Company in confidence, regarding the Company, its business, its plans, its customers, its contracts, its suppliers, or its strategies, that is not generally known and provides the Company with an actual or potential competitive advantage over those who do not know it. Confidential Information includes, but is not limited to, all such information I learned or developed during any previous employment with the Company or its predecessors in interest and all of the Company’s confidential, proprietary and trade secret information, which may include information and strategies relating to the Company’s products, processes and services, including customer lists and files, product description and pricing, information and strategy regarding profits, costs, marketing, purchasing, sales, customers, suppliers, contract terms, employees, salaries, product development plans, business, acquisition and financial plans and forecasts, and marketing and sales plans and



forecasts. I acknowledge that requiring me to enter into this Agreement is one of the measures that the Company uses to maintain the secrecy of its Confidential Information.

(b) Relevant Territory. For purposes of this Agreement, “Relevant Territory” shall mean any territory or region in which I performed services on behalf of the Company or about which I learned Confidential Information regarding the Company during the two (2) years prior to my separation from the Company for any reason.

(c) Services. For purposes of this Agreement, “Services” shall mean the same or similar activities in which I engaged during the two (2) years prior to my separation from the Company for any reason.

2. Confidentiality. I agree that I will not, during my employment with the Company (except in furtherance of the Company’s interests), or at any time after employment terminates, without the prior written consent of the Company Vice President of Human Resources, disclose any Confidential Information to or use any Confidential Information for, any third party or entity. This restriction prohibits me from, among other activities, engaging in or preparing to engage in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products for any business entity if that activity in any way involves the use or disclosure of Company Confidential Information and diverting or attempting to divert any business or customers from the Company using Confidential Information. To the extent that any Confidential Information is determined by a court of competent jurisdiction to be confidential information rather than a trade secret under applicable law, the prohibition on use and disclosure of that specific information shall be in effect for a period of three years after the termination of my employment with the Company; otherwise the prohibition shall last until the information ceases to be a trade secret (other than through any breach of secrecy by me or other third parties under a duty of secrecy to the Company). In the event that after my employment with the Company ceases, if I have any doubt about whether particular information may be used of disclosed, I will contact the Company Vice President of Human Resources.

## 3. Post-Employment Activities

(a) Non-Competition. For twelve (12) months after the termination of my employment with the Company and/or any post-employment consulting agreement with the Company, I will not render executive, managerial, market research, advice or consulting services, either directly or indirectly, to any business engaged in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products or which would otherwise conflict with my obligations to the Company. This paragraph shall only apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable.

(b) Non-Solicitation of Customers. For twelve (12) months after the termination of my employment with the Company and/or any post-employment consulting agreement with the Company, I will not solicit directly or indirectly, on behalf of any business entity described in paragraph (a) of this section or which otherwise competes with the Company, any customer I solicited or serviced, or any customer about whom I learned Confidential Information, while in the



employ or service of the Company. This paragraph shall apply in those jurisdictions where restrictions such as contained in this paragraph are enforceable.

(c) Non-Solicitation of Employees. For twelve (12) months after the termination of my employment with the Company and/or any post-employment consulting agreement with the Company, I will not recruit, solicit or induce, or attempt to recruit, solicit or induce, any employee of the Company to terminate their employment with the Company or otherwise cease their relationship with the Company.

(d) Duty to Present Contract. For twelve (12) months after the termination of my employment with the Company and/or any post-employment consulting agreement with the Company, before I accept employment with any person or organization that is engage in or about to be engaged in developing, producing, marketing, distributing or selling lawn, garden, animal health, animal nutrition or pet related products, I agree (1) to advise that prospective employer about the existence of this Agreement; (2) to provide that potential employer a copy of this Agreement; and (3) to advise the Company’s Vice President of Human Resources in writing, within five (5) business days, to whom I have provided a copy of this Agreement.

4. Reformation/Severability. If any restriction set forth in this Agreement is found by a court to be unenforceable for any reason, the court is empowered and directed to interpret the restriction to extend only so broadly as to be enforceable in that jurisdiction. Additionally, should any of the provisions of this Agreement be determined to be invalid by a court of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of the other provisions herein.

5. Further Acknowledgments. I understand that the restrictions contained in this Agreement are necessary and reasonable for the protection of the Company’s business, goodwill and its Confidential Information. I understand that any breach of this Agreement will cause the Company substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, including the return of consideration paid for this Agreement, I agree that the Company shall have the right to seek specific performance and injunctive relief. Any business entity that employs me in a capacity in which I violate this Agreement shall be liable for damages and injunctive relief. Further, I understand that the Company intends to install the full measure of protections permitted by the law to protect its Confidential Information and business relationships, but does not intend to impose any greater protections on me than those permitted by law. I acknowledge that the law that governs restrictive covenants such as this, is important, rapidly changing and varies from state to state. I also understand that the law that will apply to this Agreement after I terminate will depend on factors such as where I live, where I work, the location of my employer, the location of my former employer and other factors, many which are unknown at the time I enter this Agreement. I understand that I have been advised to consult with an attorney of my choice to discuss this agreement and my legal obligations under this agreement after my termination of employment. I understand that Paragraphs 3(a) and 3(b) do not apply and will not be enforced in California or other states where restrictions such as contained in those paragraphs are not permitted.



6. Separability. Courts should treat each numbered paragraph as a separate and severable contractual obligation intended to protect the legitimate interests of the Company and to which I intend to be bound.

7. Non Waiver. I agree that the Company’s determination not to enforce this or similar agreements as to specific violations shall not operate as a waiver or release of my obligations under this Agreement.

8. Fiduciary Duty. This Agreement is in addition to any fiduciary duty and obligation that may exist under statutory or common law.

9. Entire Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. It cannot be modified or waived except in a writing signed by me and the Chief Executive Officer of the Company. I enter into this Agreement voluntarily.

AGREED AND ACCEPTED BY:

/s/ Frank P. Palantoni

Frank P. Palantoni

/s/ William E. Brown

For Central Garden & Pet Company



## CENTRAL GARDEN & PET COMPANY

## COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

## (dollars in thousands)

<table><tr><td rowspan="2"></td><td colspan="6">Fiscal Year Ended</td></tr><tr><td>September 24, 2011</td><td>September 25, 2010</td><td>September 26, 2009</td><td>September 27, 2008</td><td>September 29, 2007</td><td></td></tr><tr><td>Income (loss) before income taxes, and income (loss) of equity method investees</td><td>$ 47,850</td><td>$ 76,192</td><td>$ 103,893</td><td>$ (360,454)</td><td>$ 54,700</td><td></td></tr><tr><td>Fixed charges (1)</td><td>38,918</td><td>34,672</td><td>23,820</td><td>40,394</td><td>52,093</td><td></td></tr><tr><td>Earnings</td><td>86,768</td><td>110,864</td><td>127,713</td><td>(320,060)</td><td>106,793</td><td></td></tr><tr><td>Fixed charges (1)</td><td>$ 38,918</td><td>$ 34,672</td><td>$ 23,820</td><td>$ 40,394</td><td>$ 52,093</td><td></td></tr><tr><td>Earnings to fixed charges excess (deficiency)</td><td>$ 47,850</td><td>$ 76,192</td><td>$ 103,893</td><td>$ (360,454)</td><td>$ 54,700</td><td></td></tr><tr><td>Ratio of earnings to fixed charges (2)</td><td>2.23</td><td>3.20</td><td>5.36</td><td>N/A</td><td>2.05</td><td></td></tr></table>

(1) Fixed charges consist of interest expense, the portion of rental expense under operating leases deemed by management to be representative of the interest factor and amortization of deferred financing costs.

(2) For the year ended September 27, 2008, earnings were insufficient to cover fixed charges by approximately $360.5 million, and the ratio is not meaningful.



## LIST OF SUBSIDIARIES

The following table sets forth certain information concerning the principal subsidiaries of the Company.

<table><tr><td>Name</td><td>State or Other Jurisdiction of Incorporation</td></tr><tr><td>Farnam Companies, Inc.</td><td>Arizona</td></tr><tr><td>Four Paws Products, Ltd.</td><td>New York</td></tr><tr><td>Grant Laboratories, Inc.</td><td>California</td></tr><tr><td>Gulfstream Home &amp; Garden, Inc.</td><td>Florida</td></tr><tr><td>Interpet USA, LLC</td><td>Delaware</td></tr><tr><td>Kaytee Products, Inc.</td><td>Wisconsin</td></tr><tr><td>Matthews Redwood &amp; Nursery Supply, Inc.</td><td>California</td></tr><tr><td>Matson, LLC</td><td>Washington</td></tr><tr><td>Pennington Seed, Inc.</td><td>Delaware</td></tr><tr><td>Pets International, Ltd.</td><td>Illinois</td></tr><tr><td>TFH Publications, Inc.</td><td>Delaware</td></tr><tr><td>Wellmark International</td><td>California</td></tr><tr><td>Gro Tec, Inc.</td><td>Georgia</td></tr></table>

The names of certain subsidiaries have been omitted because such unnamed subsidiaries, considered in the aggregate, would not constitute a significant subsidiary as that term is defined in Regulation S-X.



## CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-83022, 333-105965, 333-134055, 333-141671 and 333-176408 on Form S-8 and Registration Statement No. 333-170316 on Form S-3 of our report dated November 18, 2011, relating to the consolidated financial statements of Central Garden & Pet Company and the effectiveness of Central Garden & Pet Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Central Garden & Pet Company for the fiscal year ended September 24, 2011.

/s/ DELOITTE & TOUCHE LLP

San Francisco, California

November 18, 2011



## I, William E. Brown, certify that:

1. I have reviewed this report on Form 10-K of Central Garden & Pet Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2011

By /s/ WILLIAM E. BROWN

William E. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)



## I, Lori A. Varlas, certify that:

1. I have reviewed this report on Form 10-K of Central Garden & Pet Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s Board of Directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 18, 2011



# CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying annual report on Form 10-K of Central Garden & Pet Company for the year ended September 24, 2011 (the “Report”), I, William E. Brown, Chairman and Chief Executive Officer of Central Garden & Pet Company, hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Report complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Report presents, in all material respects, the financial condition and results of operations of Central Garden & Pet Company.

November 18, 2011

/s/ WILLIAM E. BROWN

William E. Brown

Chairman and Chief Executive Officer

(Principal Executive Officer)



# CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying annual report on Form 10-K of Central Garden & Pet Company for the year ended September 24, 2011 (the “Report”), I, Lori A. Varlas, Chief Financial Officer of Central Garden & Pet Company, hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) such Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Report fairly presents, in all material respects, the financial condition and results of operations of Central Garden & Pet Company.

November 18, 2011

/s/ Lori A. Varlas

Lori A. Varlas

Chief Financial Officer

(Principal Financial Officer)



BOARD OF DIRECTORS

William E. Brown
Chairman and
Chief Executive Officer

Brooks M. Pennington, III
Former President,
Pennington Seed, Inc.

John B. Balousek
Former CEO/President of True
North Technologies, Digital and
Interactive Services Company;
Former President/
Chief Operating Officer,
Foote, Cone & Belding
Communications, Global
Communications Company

David N. Chichester
Partner, Tatum LLC; Former
Senior Vice President Finance,
Starbucks Corporation; Former CFO,
Starbucks Coffee Japan, Ltd.

Alfred A. Piergallini
Consultant, Desert Trail Consulting;
Former Chairman, President and
CEO, Gerber Products Company;
Former Chairman, President
and CEO, Novartis Consumer
Health Worldwide

John R. Ranelli
Former CEO Mikasa, Inc.;
Former Chairman, CEO and
President of FGX International
(FosterGrant/Magnivision)

EXECUTIVE OFFICERS

William E. Brown
Chairman and
Chief Executive Officer

Gus Halas
President and Chief Executive
Officer of the Central Operating
Companies

Frank Palantoni
Executive Vice President
Pet Products

Michael A. Reed
Executive Vice President
Garden Products

Janet Brady
Senior Vice President
Human Resources

Paul Hibbert
Senior Vice President
Supply Chain

Lori Varlas
Senior Vice President,
Chief Financial Officer and
Secretary

George Yuhas
General Counsel

CORPORATE OFFICE

Central Garden & Pet Company
1340 Treat Boulevard, Suite 600
Walnut Creek, California 94597
(925) 948-4000
www.central.com

INDEPENDENT AUDITORS

Deloitte & Touche LLP
San Francisco, California

TRANSFER AGENT

BNY Mellon
Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
800-356-2017
www.bnymellon.com/shareowner/isd

STOCK LISTING
NASDAQ Symbol CENT/CENTA

ANNUAL MEETING

The annual meeting of shareholders will be held at 10:30 a.m. Monday, February 13, 2012 at: The Lafayette Park Hotel 3287 Mt. Diablo Boulevard Lafayette, California

For additional information, please visit the Company’s website: www.central.com or contact Investor Relations: (925) 948-4000