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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide the reader of the Company’s financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. This MD&A includes the following sections: Overview, Highlights, Results of Operations, Liquidity and Capital Resources, Stock-based Compensation, Critical Accounting Policies, Recent Accounting Pronouncements,Transactions with Related Parties and Forward-Looking Statments. MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s consolidated financial statements and the related notes included in Item 15 of this report.

Overview

WD-40 Company is a global consumer products company dedicated to building brand equities that are first or second choice in their respective categories. We market two multi-purpose maintenance products, WD-40 and 3-IN-ONE Oil, and eight homecare and cleaning products, X-14 hard surface cleaners and automatic toilet bowl cleaners, 2000 Flushes automatic toilet bowl cleaners, Carpet Fresh and No Vac rug and room deodorizers, Spot Shot aerosol and liquid carpet stain removers, 1001 carpet and household cleaners and rug and room deodorizers and Lava and Solvol heavy-duty hand cleaners. Multi-purpose maintenance products are sold worldwide in markets such as North, Central and South America, Asia, Australia and the Pacific Rim, Europe, the Middle East and Africa. Homecare and cleaning products are sold primarily in North America, the U.K., Australia and the Pacific Rim. The Company sells its products primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets and industrial distributors and suppliers.

We plan to continue to leverage and build the brand fortress of our Company by developing and acquiring brands that deliver a unique high value to end users and that can be distributed across multiple trade channels in one or more areas of the world.

Highlights

Results of Operations

Fiscal Year Ended August 31, 2008 Compared to Fiscal Year Ended August 31, 2007

The following table summarizes operating data for our consolidated operations for the fiscal years ended August 31, 2008 and 2007 (in thousands, except percentages and per share amounts):

  Fiscal Year Ended August 31,
    Change from Prior
Year
  2008     2007     Dollars     Percent
Net sales:
   Multi-purpose maintenance products
   $ 235,898         $ 216,300         $ 19,598           9 %   
   Homecare and cleaning products   81,220     91,516     (10,296 )   (11 )%
      Total net sales   317,118     307,816     9,302     3 %
Cost of products sold   168,848     158,954     9,894     6 %
      Gross profit   148,270     148,862     (592 )   (0 )%
Operating expenses   105,574     99,846     5,728     6 %
      Income from operations $ 42,696   $ 49,016   $ (6,320 )   (13 )%
Net income $ 27,622   $ 31,534   $ (3,912 )   (12 )%
Earnings per common share – diluted $ 1.64   $ 1.83   $ (0.19 )   (10 )%

Sales Results by Segment

The following table summarizes net sales by segment for the fiscal years ended August 31, 2008 and 2007 (in thousands, except percentages):

  Fiscal Year Ended August 31,
    Change from Prior
Year
  2008     2007     Dollars     Percent
Americas    $ 176,885         $ 187,146         $ (10,261 )         (5 )%   
Europe   110,504     96,485     14,019     15
Asia-Pacific   29,729     24,185     5,544     23
  $ 317,118   $ 307,816   $ 9,302     3

Americas

The following table summarizes net sales by product line for the Americas segment for the fiscal years ended August 31, 2008 and 2007 (in thousands, except percentages):

  Fiscal Year Ended August 31,
    Change from Prior
Year
  2008     2007     Dollars     Percent
Multi-purpose maintenance products    $ 111,368         $ 111,077         $ 291           0 %   
Homecare and cleaning products   65,517     76,069     (10,552 )   (14 )%
  $ 176,885   $ 187,146   $ (10,261 )   (5 )%
% of consolidated net sales   56 %   61 %

Changes in foreign currency exchange rates for the fiscal year ended August 31, 2008 compared to the prior fiscal year positively impacted sales in the region. Sales for the fiscal year ended August 31, 2008 translated at exchange rates for the prior fiscal year would have produced sales of $175.4 million in this region. Thus, the impact of the change in foreign currency exchange rates year over year positively affected sales for the fiscal year ended August 31, 2008 by approximately $1.5 million, or 0.9%.

Sales of multi-purpose maintenance products in the Americas were essentially flat for the fiscal year ended August 31, 2008 compared to the prior fiscal year due partially to decreased WD-40 sales in the U.S., where sales declined 3%. WD-40 sales in the U.S. declined as customers reduced inventory levels and in-store promotional activities in response to the slowing U.S. economy. In addition, due to supply constraints related to the distribution of the WD-40 Smart Straw, promotional activities associated with the Company’s conversion to the Smart Straw format scheduled for late fiscal year 2008 were delayed until fiscal year 2009. The decrease in WD-40 sales in the U.S. was offset by increased WD-40 sales in Latin America and Canada of 19% and 6%, respectively. Growth in Latin America was primarily due to new distribution and increased promotional activity, while growth in Canada was due to increased promotional activity during the fiscal year ended August 31, 2008 compared to the prior fiscal year.

Sales of homecare and cleaning products in the Americas for the fiscal year ended August 31, 2008 were down $10.6 million, or 14%, compared to the prior fiscal year due primarily to declines in the U.S. where sales decreased across all homecare and cleaning product brands. These declines were the result of several factors, including decreased distribution, declining categories, the effect of competitive factors and temporary manufacturing disruptions, the latter of which resulted in lost sales of over $1.0 million.

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