SecProbe.io

February 11, 2025
Susan Kreh
Chief Financial Officer
Oil-Dri Corporation of America
410 North Michigan Avenue , Suite 400
Chicago , Illinois 60611
Re:Oil-Dri Corporation of America
Form 10-K for the Fiscal year Ended July 31, 2024
File No. 001-12622
Dear Susan Kreh:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal year Ended July 31, 2024
Item 2 Properties, page 28
1.Please revise your mineral reserve table to include the price, the selected point of
reference, for example in-situ, mill feed, saleable product, etc., and the
grade/qualities as required by Item 1303(b)(3) of Regulation S-K.
2.We note your disclosure on page 30 stating that you do not consider any of your
mines to be individually material. Please quantify the number of mines at each
geographic location and tell us if you have considered Item 1301(c)(3) of Regulation
S-K in your individual property materiality analysis.
Management's Discussion and Analysis of Financial Condition and Operations
Results of Operations, page 34
When more than one factor is responsible for the change in a statement of
operations line item between periods, please clearly quantify each of the contributing
factors, including any offsetting amounts. For example, you disclose that
your domestic cost of goods sold per ton increased 6%, driven primarily by increases 3.

February 11, 2025
Page 2
in non-fuel manufacturing and freight and offset by lower natural gas and packaging
costs. When you discuss net sales fluctuations, specifically describe the extent to
which changes are attributable to changes in prices or to changes in the volume or
amount of goods or services being sold or to the introduction of new products or
services. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350.
Critical Accounting Policies and Estimates, page 38
4.Please enhance your disclosure in future filings to provide qualitative and quantitative
information necessary to understand the estimation uncertainty and the impact your
critical accounting estimates have had or are reasonably likely to have on your
financial condition and results of operations. In doing so, discuss how much each
estimate and/or assumption has changed over a relevant period and the sensitivity of
reported amounts to the underlying methods, assumptions and estimates used. The
disclosures should supplement, not duplicate, the description of accounting policies or
other disclosures in the notes to the financial statements. Refer to
Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.
Notes to the Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Intangibles and Goodwill, page 50
5.We note that you allocated $20.4 million of the Ultra Pet acquisition consideration to
a customer list intangible asset which you amortize on a straight-line basis over 18
years. Please confirm whether or not this asset pertains solely to a customer list as the
term is described in ASC 805-20-55-21. Tell us in sufficient detail how you
determined the useful life of the customer list and how you considered ASC 350-30-
35-3 in arriving at this determination. Also clarify how you determined it was
appropriate to amortize the customer list on a straight-line basis, as opposed to an
accelerated method, and how this reflects the pattern in which you realize the
economic benefits of the customer list. Refer to ASC 350-30-35-6 and ASC 350-30-
55-2 through 4.
Earnings Per Share, page 54
6.Please address the following comments related to your utilization of the two-class
method to report your earnings per share:

•Tell us and revise your disclosures to clarify how you apply the two-class method
for diluted EPS purposes. For example, explain if you utilize for common
stock the more dilutive of the treasury stock method, reverse treasury stock
method or if-converted method and the two-class method and whether the two-
class method is always applied to Class B stock.

•We note your disclosure that the "impact of 158,861 shares of unvested Common
Stock and 54,370 shares of unvested Class B Stock, restricted stock was anti-
dilutive therefore not included in the calculation of diluted EPS." Tell us how you
determined the impact of these shares was anti-dilutive. In doing so, specify what
"unvested Class B Stock" represents.

February 11, 2025
Page 3
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing