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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024.
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to
Commission File Number: 1-07151
CLX logo.jpg
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter) 
Delaware31-0595760
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1221 Broadway, Oakland, California, 94612-1888
(Address of principal executive offices) (Zip code)
(510) 271-7000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
___________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - $1.00 par valueCLXNew York Stock Exchange
 
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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller Reporting Company☐Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
 
As of October 16, 2024, there were 123,781,318 shares outstanding of the registrant’s common stock ($1.00 par value).
1

TABLE OF CONTENTS

2

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The Clorox Company
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited)
(Dollars in millions, except per share data)
Three months ended
9/30/20249/30/2023
Net sales$1,762 $1,386 
Cost of products sold955 854 
Gross profit807 532 
Selling and administrative expenses281 276 
Advertising costs201 165 
Research and development costs31 29 
Loss on divestiture
118 — 
Interest expense21 21 
Other (income) expense, net(22)12 
Earnings before income taxes
177 29 
Income tax expense
74 4 
Net earnings
103 25 
Less: Net earnings attributable to noncontrolling interests4 3 
Net earnings attributable to Clorox
$99 $22 
Net earnings per share attributable to Clorox
Basic net earnings per share
$0.80 $0.17 
Diluted net earnings per share
$0.80 $0.17 
Weighted average shares outstanding (in thousands)
Basic123,795 123,973 
Diluted124,677 124,650 
Comprehensive income
$111 $24 
Less: Total comprehensive income attributable to noncontrolling interests4 3 
Total comprehensive income attributable to Clorox
$107 $21 

See Notes to Condensed Consolidated Financial Statements (Unaudited)
3

The Clorox Company
Condensed Consolidated Balance Sheets
(Dollars in millions, except per share data)
9/30/20246/30/2024
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$278 $202 
Receivables, net595 695 
Inventories, net594 637 
Prepaid expenses and other current assets109 88 
Total current assets1,576 1,622 
Property, plant and equipment, net of accumulated depreciation and amortization
        of $2,798 and $2,821, respectively
1,242 1,315 
Operating lease right-of-use assets341 360 
Goodwill1,233 1,228 
Trademarks, net503 538 
Other intangible assets, net78 143 
Other assets524 545 
Total assets$5,497 $5,751 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable$4 $4 
Current operating lease liabilities83 84 
Accounts payable and accrued liabilities1,472 1,486 
Income taxes payable20 — 
Total current liabilities1,579 1,574 
Long-term debt2,482 2,481 
Long-term operating lease liabilities315 334 
Other liabilities874 848 
Deferred income taxes23 22 
Total liabilities5,273 5,259 
Commitments and contingencies
Stockholders’ equity
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding
— — 
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of September 30, 2024 and June 30, 2024; and 123,673,684 and 124,201,807 shares outstanding as of September 30, 2024 and June 30, 2024, respectively
131 131 
Additional paid-in capital1,297 1,288 
Retained earnings31 250 
Treasury stock, at cost: 7,067,777 and 6,539,654 shares as of September 30, 2024
        and June 30, 2024, respectively
(1,252)(1,186)
Accumulated other comprehensive net (loss) income(147)(155)
Total Clorox stockholders’ equity
60 328 
Noncontrolling interests164 164 
Total stockholders’ equity224 492 
Total liabilities and stockholders’ equity$5,497 $5,751 

See Notes to Condensed Consolidated Financial Statements (Unaudited)
4

The Clorox Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
Three months ended
9/30/20249/30/2023
Operating activities:
Net earnings
$103 $25 
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization54 61 
Stock-based compensation13 13 
Deferred income taxes(1)(5)
Loss on divestiture
112 — 
Other(5)1 
Changes in:
Receivables, net84 108 
Inventories, net(6)(14)
Prepaid expenses and other current assets(38)(22)
Accounts payable and accrued liabilities(137)(138)
Operating lease right-of-use assets and liabilities, net— (1)
Income taxes payable / prepaid42 (8)
Net cash provided by operations221 20 
Investing activities:
Capital expenditures(39)(24)
Proceeds from divestiture, net of cash divested
128 — 
Other— 1 
Net cash provided by (used for) investing activities
89 (23)
Financing activities:
Notes and loans payable, net— 298 
Treasury stock purchased(107)— 
Cash dividends paid to Clorox stockholders(151)(149)
Issuance of common stock for employee stock plans and other21 6 
Net cash (used for) provided by financing activities
(237)155 
Effect of exchange rate changes on cash, cash equivalents and restricted cash2 — 
Net increase (decrease) in cash, cash equivalents and restricted cash75 152 
Cash, cash equivalents and restricted cash:
Beginning of period207 368 
End of period$282 $520 


See Notes to Condensed Consolidated Financial Statements (Unaudited)
5

The Clorox Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2024 and 2023, in the opinion of management, reflect all normal and recurring adjustments considered necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Percentage and basis point calculations are based on rounded numbers, except for per share data and the effective tax rate.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2024, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and will be effective for the annual period beginning July 1, 2024, and interim periods beginning July 1, 2025. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the standard as of July 1, 2023, except for the rollforward information which will be effective for the fiscal year ended June 30, 2025. The adoption relates to disclosures only and does not have an impact on the condensed consolidated financial statements, results of operations or cash flows.
NOTE 2. DIVESTITURES
Divestiture of Better Health Vitamins, Minerals and Supplements (VMS) Business
On September 10, 2024, the Company completed the divestiture of its Better Health VMS business in its entirety to an affiliate of Piping Rock Health Products, LLC. The divested business includes the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. The transaction reflects the Company’s commitment to continue evolving its portfolio to reduce volatility and accelerate sales growth, as well as structurally improve its margin, in service of driving more consistent and profitable growth over time. The transaction was executed pursuant to a purchase agreement. As a result of the transaction, the Company recorded an after tax loss of $118 during the three months ended September 30, 2024.
6
NOTE 2. DIVESTITURES (Continued)
The major classes of assets and liabilities of the Better Health VMS business divested as of September 10, 2024 were as follows:
Divestiture
Working capital, net$41 
Property, plant and equipment, net59 
Trademarks, net
37 
Other intangible assets, net
58 
Other assets (1)
45 
Other liabilities(1)
Net assets divested$239 
(1) Includes net deferred tax assets of $45
The following table presents Net sales of the Better Health VMS business, which includes the financial results up to September 10, 2024, the date of sale:
Three months ended
9/30/20249/30/2023
Net sales
$38 $58 
The divestiture of the Company’s Better Health VMS business does not meet the criteria to be reported as discontinued operations in the condensed consolidated financial statements as the Company’s decision to divest this business did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.
Divestiture of Argentina Business
On March 20, 2024, the Company completed the divestiture of its Argentina business. Net sales of the Argentina business for the three months ended September 30, 2023 were $33. Refer to Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for further information related to the Argentina business divestiture.
NOTE 3. AUGUST 2023 CYBERATTACK
On Monday, August 14, 2023, the Company identified unauthorized activity on some of its Information Technology (IT) systems and immediately began taking steps to stop and remediate the activity. The Company took certain systems offline, engaged third-party cybersecurity experts and implemented its business continuity plans. However, the incident resulted in wide-scale disruptions to the Company’s business operations. The impacts of these system disruptions resulted in a negative impact on net sales and earnings. The Company experienced lessening operational impacts in the second quarter of fiscal year 2024 and has since returned to normalized operations.
The Company recorded insurance recoveries of $10 in the three months ended September 30, 2024 and incurred incremental expenses of approximately $24 in the three months ended September 30, 2023, as a result of the cyberattack. The following table summarizes the recognition of (insurance recoveries) and costs in the condensed consolidated statements of earnings and comprehensive income:
Three months ended
9/30/20249/30/2023
Costs of products sold
$(1)$11 
Selling and administrative expenses— 13 
Other (income) expense, net
(9)— 
Total$(10)$24 


7
NOTE 3. AUGUST 2023 CYBERATTACK (Continued)
The costs incurred relate primarily to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company’s business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods. Insurance recoveries are classified consistent with the expenses to which they relate. Business interruption and other insurance recoveries that do not correspond directly to previously incurred expenses are recognized in Other (income) expense, net.
NOTE 4. SUPPLY CHAIN FINANCING PROGRAM
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. The SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior to the payment terms between the Company and the supplier by selling the Company’s payables to the financial institution. Participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company’s payment obligations are not impacted by a supplier’s participation in the program and as such, the SCF program has no direct impact on the Company’s balance sheets or liquidity. The Company has not pledged any assets as security or provided guarantees under the SCF program.
All outstanding amounts related to suppliers participating in the SCF program are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets and the associated payments are included in operating activities within the condensed consolidated statements of cash flows. As of September 30, 2024 and June 30, 2024, the amount due to suppliers participating in the SCF program and included in Accounts payable and accrued liabilities was $219 and $205, respectively.
NOTE 5. RESTRUCTURING AND RELATED COSTS
Beginning in the first quarter of fiscal year 2023, the Company recognized costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The implementation of this new model was completed in fiscal year 2024 and is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster.
The total restructuring and related implementation costs, net associated with the Company’s streamlined operating model plan are reflected in the condensed consolidated statements of earnings and comprehensive income. Restructuring and related implementation costs for the three months ended September 30, 2023 were $0.
The following table reconciles the accrual for the streamlined operating model’s restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets:
Employee-Related CostsOtherTotal
Accrual Balance as of June 30, 2024
$8 $11 $19 
Cash payments(6)(11)(17)
Accrual Balance as of September 30, 2024$2 $— $2 
The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.
8

NOTE 6. INVENTORIES, NET
Inventories, net consisted of the following as of:
9/30/20246/30/2024
Finished goods$518 $556 
Raw materials and packaging148 172 
Work in process12 9 
LIFO allowances(84)(98)
Total inventories, net$594 $639 
Less: Non-current inventories, net (1)
— 2 
Total current inventories, net$594 $637 
(1)Non-current inventories, net are recorded in Other assets.
NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Risk Management and Derivative Instruments
The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.
Commodity Price Risk Management
The Company may use commodity futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than 2 years. Commodity purchase and options contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.
The notional amounts of outstanding commodity derivatives, which related primarily to exposures in soybean oil used for the food business and jet fuel used for the grilling business, were $33 and $38 as of September 30, 2024 and June 30, 2024, respectively.
Foreign Currency Risk Management
The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have original contractual maturities of less than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.
The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $48 and $29 as of September 30, 2024 and June 30, 2024, respectively.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have original contractual maturities of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The Company held no interest rate contracts as of both September 30, 2024 and June 30, 2024.
Commodity, Foreign Exchange and Interest Rate Derivatives
The Company designates its commodity forward, futures and options contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory and interest rate contracts for forecasted interest payments as cash flow hedges.


9
NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings (losses) were as follows:
Gains (losses) recognized in Other comprehensive (loss) income
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contracts$(3)$(1)
Foreign exchange derivative contracts(1)1 
Total$(4)$— 

Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earningsGains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contractsCost of products sold$(1)$(2)
Foreign exchange derivative contractsCost of products sold— — 
Interest rate derivative contractsInterest expense3 3 
Total$2 $1 
The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of September 30, 2024 that is expected to be reclassified into Net earnings within the next twelve months is $6.
Counterparty Risk Management and Derivative Contract Requirements
The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions, $2 and $0 contained such terms as of September 30, 2024 and June 30, 2024, respectively. As of both September 30, 2024 and June 30, 2024, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.
Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the Company’s credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both September 30, 2024 and June 30, 2024, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor’s and Moody’s.
Certain of the Company’s exchange traded futures and options contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of September 30, 2024 and June 30, 2024, the Company maintained cash margin balances related to exchange traded futures and options contracts of $3 and $3, respectively, which are classified as Prepaid expenses and other current assets on the condensed consolidated balance sheets.
Trust Assets
The Company holds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance
10
NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the condensed consolidated statements of earnings and comprehensive income. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
As of both September 30, 2024 and June 30, 2024, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
All of the Company’s derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company’s derivative instruments:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Commodity purchase swaps contractsPrepaid expenses and other current assets2$— $— $1 $1 
 $— $— $1 $1 
Liabilities
Commodity purchase futures contractsAccounts payable and accrued liabilities1$2 $2 $2 $2 
Commodity purchase swaps contractsAccounts payable and accrued liabilities21 1 — — 
Foreign exchange forward contractAccounts payable and accrued liabilities21 1 — — 
$4 $4 $2 $2 
11
NOTE 7. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The following table provides information about the balance sheet classification and the fair values of the Company’s other assets and liabilities for which disclosure of fair value is required:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Interest-bearing investments, including money market funds
Cash and cash
equivalents (1)
1$154 $154 $95 $95 
Time deposits
Cash and cash
equivalents (1)
29 9 9 9 
Trust assets for nonqualified deferred compensation plansOther assets1170 170 154 154 
 $333 $333 $258 $258 
Liabilities
Notes and loans payable
Notes and loans payable (2)
2$4 $4 $4 $4 
Long-term debt
Long-term debt (3)
22,482 2,433 2,481 2,341 
$2,486 $2,437 $2,485 $2,345 
(1)Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(2)Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(3)Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
NOTE 8. INCOME TAXES
In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings was 41.8% and 14.6% for the three months ended September 30, 2024 and 2023, respectively. The higher tax rate in the current period compared to the prior period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business in the current period and the impact of relief provided by the Internal Revenue Service relating to U.S. foreign tax credit regulations in the prior period.
Income taxes paid, net of refunds, were $32 and $16 for the three months ended September 30, 2024 and 2023, respectively. The lower payments in the prior period were primarily driven by income tax payments for fiscal year 2023 that were deferred as a result of tax relief provided by the IRS due to winter storms in California.
NOTE 9. NET EARNINGS PER SHARE (EPS)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:
Three months ended
9/30/20249/30/2023
Basic123,795123,973
Dilutive effect of stock options and other882677
Diluted124,677124,650
Antidilutive stock options and other2,9372,220 
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.
12

NOTE 10. COMPREHENSIVE INCOME
The following table provides a summary of Comprehensive income for the periods indicated:
Three months ended
9/30/20249/30/2023
Net earnings
$103 $25 
Other comprehensive income, net of tax:
Foreign currency translation adjustments14 (11)
Net unrealized gains (losses) on derivatives(6)(1)
Pension and postretirement benefit adjustments— 11 
Total other comprehensive (loss) income, net of tax8 (1)
Comprehensive income
111 24 
Less: Total comprehensive income attributable to noncontrolling interests4 3 
Total comprehensive income attributable to Clorox
$107 $21 
NOTE 11. STOCKHOLDERS’ EQUITY
Changes in the components of Stockholders’ equity were as follows for the periods indicated:
Three months ended September 30
(Dollars in millions except per share data; shares in thousands)
Common stockAdditional paid-in capitalRetained earningsTreasury stockAccumulated
other
comprehensive
net (loss) income		Noncontrolling interestsTotal stockholders’ equity
AmountShares AmountShares
Balance as of June 30, 2023$131 130,741 $1,245 $583 $(1,246)(6,921)$(493)$168 $388 
Net earnings— — — 22 — — — 3 25 
Other comprehensive (loss) income— — — — — — (1)— (1)
Dividends to Clorox stockholders ($2.40 per share declared)
— — — (300)— — — — (300)
Dividends to noncontrolling interests— — — — — — — (3)(3)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (12)(6)27 181 — — 9 
Balance as of September 30, 2023$131 130,741 $1,246 $299 $(1,219)(6,740)$(494)$168 $131 
Balance as of June 30, 2024$131 130,741 $1,288 $250 $(1,186)(6,540)$(155)$164 $492 
Net earnings— — — 99 — — — 4 103 
Other comprehensive (loss) income— — — — — — 8 — 8 
Dividends to Clorox stockholders ($2.44 per share declared)
— — — (305)— — — — (305)
Dividends to noncontrolling interests— — — — — — — (4)(4)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (4)(13)41 261 — — 24 
Treasury stock purchased— — — — (107)(789)— — (107)
Balance as of September 30, 2024$131 130,741 $1,297 $31 $(1,252)(7,068)$(147)$164 $224 
13
NOTE 11. STOCKHOLDERS’ EQUITY (Continued)
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:
Three months ended September 30
Foreign currency translation adjustmentsNet unrealized gains (losses) on derivativesPension and postretirement benefit adjustmentsAccumulated other comprehensive net (loss) income
Balance as of June 30, 2023$(445)$99 $(147)$(493)
Other comprehensive (loss) income before reclassifications(11)— 11 — 
Amounts reclassified from Accumulated other comprehensive net (loss) income— (1)3 2 
Income tax benefit (expense)— — (3)(3)
Net current period other comprehensive (loss) income(11)(1)11 (1)
Balance as of September 30, 2023$(456)$98 $(136)$(494)
Balance as of June 30, 2024$(239)$85 $(1)$(155)
Other comprehensive (loss) income before reclassifications14 (4)— 10 
Amounts reclassified from Accumulated other comprehensive net (loss) income
— (2)— (2)
Income tax benefit (expense), and other— — — — 
Net current period other comprehensive (loss) income14 (6)— 8 
Balance as of September 30, 2024$(225)$79 $(1)$(147)


NOTE 12. EMPLOYEE BENEFIT PLANS
In the second quarter of fiscal year 2024, the Company settled plan benefits of its domestic qualified pension plan (the Plan) and recorded a one-time noncash charge, net of curtailment gain, of $171 before taxes ($130 after tax) in the Company’s condensed consolidated statement of earnings and comprehensive income.
The Company continues to maintain various other retirement income plans for eligible domestic and international employees.
The following table summarizes the components of net periodic benefit cost for the Company’s remaining retirement income plans:
Three months ended
9/30/20249/30/2023
Interest cost$1 $5 
Expected return on plan assets (1)
— (3)
Amortization of unrecognized items— 2 
Settlement loss
— 1 
Total$1 $5 
(1)The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2025 net periodic benefit cost is 5.8%.
The net periodic benefit cost (credit) for the Company’s retirement health care plans was $0 for both the three months ended September 30, 2024 and 2023.
During both the three months ended September 30, 2024 and 2023, the Company made $2 in contributions to its domestic retirement income plans.
Service cost component of the net periodic benefit cost, if any, is reflected in employee benefit costs. All other components are reflected in Other (income) expense, net.
14

NOTE 13. OTHER CONTINGENCIES AND GUARANTEES
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company recorded liabilities totaling $28 as of both September 30, 2024 and June 30, 2024 for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $12 of the recorded liability as of both September 30, 2024 and June 30, 2024, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing groundwater at the site and included estimates of the related costs. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.
Another matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and severally liable, accounted for $10 of the recorded liability as of both September 30, 2024 and June 30, 2024. This amount reflects the Company’s agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.
The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies. From time to time, the Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company has provided certain indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned guarantees as of both September 30, 2024 and June 30, 2024.
The Company was a party to letters of credit of $18 as of September 30, 2024, primarily related to its insurance carriers, of which $0 had been drawn upon.



15

NOTE 14. SEGMENT RESULTS
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other.
Corporate and Other includes certain non-allocated administrative costs and various other non-operating income and expenses. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes. Corporate and Other includes the results and the VMS business through the date of divestiture of September 10, 2024.
The principle measure of segment profitability used by management is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental charges and insurance recoveries relating to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).
The tables below present reportable segment information and a reconciliation of the segment information to the Company’s consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate and Other.
Net sales
Three months ended
9/30/20249/30/2023
Health and Wellness$698 $504 
Household447 325 
Lifestyle320 229 
International259 270 
Reportable segment total
$1,724 $1,328 
Corporate and Other38 58 
Total$1,762 $1,386 
Segment adjusted EBIT
Three months ended
9/30/20249/30/2023
Health and Wellness$235 $104 
Household60 (4)
Lifestyle66 19 
International35 34 
Reportable segment total
$396 $153 
Corporate and Other(64)(62)
Total$332 $91 
Interest income3 10 
Interest expense(21)(21)
Loss on divestiture (1)
(118)— 
Cyberattack costs, net of insurance recoveries (2)
10 (24)
Digital capabilities and productivity enhancements investment (3)
(29)(27)
Earnings before income taxes
$177 $29 
(1)Represents loss on divestiture of the VMS business corresponding to Corporate and Other. See Note 2 for additional details related to the divestiture.


16
NOTE 14. SEGMENT RESULTS (Continued)
(2)Represents insurance recoveries of $10 in the three months ended September 30, 2024 and incurred incremental expenses of approximately $24 in the three months ended September 30, 2023 as a result of the cyberattack. See Note 3 for additional details relating to the August 2023 cyberattack. For informational purposes, the following table provides the approximate cyberattack costs and insurance recoveries corresponding to the Company’s reportable segments as a percentage of the total:
Three months ended
9/30/20249/30/2023
Health and Wellness— %22 %
Household— 11 
Lifestyle— 14 
International— 1 
Corporate and Other100 52 
Total100 %100 %
(3)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.
Net sales to the Company’s largest customer, Walmart Inc. and its affiliates, as a percentage of consolidated net sales, were 26% and 27% for the three months ended September 30, 2024 and 2023, respectively.
The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the periods indicated:
Net sales
Three months ended
9/30/20249/30/2023
Cleaning34 %32 %
Professional Products6 4 
Health and Wellness40 %36 %
Bags and Wraps11 11 
Cat Litter9 8 
Grilling5 5 
Household25 %24 %
Food10 9 
Water Filtration5 5 
Natural Personal Care3 3 
Lifestyle18 %17 %
International15 %19 %
Corporate and Other2 %4 %
Total100 %100 %
17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Clorox Company
(Dollars in millions, except per share data)
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) 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. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with MD&A and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the SEC on August 8, 2024, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this Report). Unless otherwise noted, MD&A compares the three month period ended September 30, 2024 (the current period) to the three month period ended September 30, 2023 (the prior period), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate.
EXECUTIVE OVERVIEW
The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with approximately 7,400 employees worldwide. The Company has operations in approximately 25 countries or territories and sells its products in more than 100 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors. Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach, cleaning and disinfecting products, Pine-Sol® and Tilex® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Glad® bags and wraps; Fresh Step® cat litter; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; and Burt’s Bees® natural personal care products. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare® brand names.
The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands. About 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
•Health and Wellness consists of cleaning, disinfecting and professional products mainly marketed and sold in the United States. Products within this segment include home care cleaning products and laundry additives primarily under the Clorox®, Clorox2®, Pine-Sol, Scentiva®, Tilex, Liquid-Plumr, and Formula 409® brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.
•Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. Products within this segment include bags and wraps under the Glad brand; cat litter primarily under the Fresh Step and Scoop Away® brands; and grilling products under the Kingsford brand.
•Lifestyle consists of food, water filtration and natural personal care products marketed and sold in the United States. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; water-filtration products under the Brita brand; and natural personal care products under the Burt’s Bees brand.
•International consists of products sold outside the United States. Products within this segment include laundry additives; home care products; bags and wraps; cat litter; water-filtration products; professional cleaning and disinfecting products; natural personal care products; food; grilling products and digestive health products marketed primarily under the Clorox, Glad, Poett, Brita, Burt’s Bees, Pine-Sol, Ever Clean®, Clorinda®, Chux and Fresh Step brands.
18

RECENT EVENTS AFFECTING THE COMPANY
For the fiscal quarter ended September 30, 2024, the Company continues to monitor macroeconomic conditions as a result of elevated interest rates and volatility in capital markets. These evolving challenges contributed to a highly dynamic operating environment as the Company continued its efforts to drive growth, rebuild margins and drive its transformation.
The risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures. For fiscal year 2025, the Company anticipates the operating environment will remain volatile and challenging. While inflationary headwinds have moderated, consumers continue to feel pressure as continued macroeconomic uncertainty impacts spending.
The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The Company completed implementation of the new streamlined operating model in fiscal year 2024, which continues to generate annual cost savings in fiscal year 2025 and beyond. The recent divestitures of the Company’s Argentina and Better Health VMS businesses reflect its commitment to continue evolving its portfolio to reduce volatility, accelerate sales growth, and structurally improve margins.
The Company has recovered from the August 2023 cyberattack which had significant impacts to its operations and results in fiscal year 2024. For further information on the incident, see Notes to Condensed Consolidated Financial Statements.
The impact of continued volatility in macroeconomic conditions and geopolitical instability, including ongoing conflicts in the Middle East and Ukraine, rising tensions between China and Taiwan and actual and potential shifts in U.S. and foreign trade, economic and other policies, especially in light of the upcoming U.S. presidential election, have increased global macroeconomic and political uncertainty regarding the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global supply chain disruptions. These factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
For further discussion, refer to Item 1.A, “Risk Factors” of this report and “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
19

RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
Three months ended
9/30/20249/30/2023% Change
Net sales$1,762 $1,386 27 %
Three months ended September 30, 2024
Percentage change versus the year-ago period
Reported (GAAP) Net Sales Growth / (Decrease)Reported Volume
Acquisitions & Divestitures (1)
Foreign Exchange Impact
Price/Mix/ Other (2)
Organic Sales Growth / (Decrease) (Non-GAAP) (3)
Organic Volume (4)
Health and Wellness38 %38 %— %— %— %38 %38 %
Household38 43 — — (5)38 43 
Lifestyle40 48 — — (8)40 48 
International (4)
(4)(6)(13)(2)4 11 11 
Total Company (4)(5)
27 %26 %(4)%— %1 %31 %31 %
(1)The divestiture impact is calculated as net sales from the Argentina and Better Health VMS businesses after the respective sale dates in the three month year-ago period.
(2)This represents the net impact on net sales growth / (decrease) from pricing actions, mix, trade promotion spending, mix from acquisitions and divestitures and other factors.
(3)Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.
(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the three months ended September 30, 2024, the volume impact of divestitures was (17%) and (5%) for International and Total Company, respectively.
(5)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.
Net sales and volume in the current period increased by 27% and 26%, respectively, primarily due to lapping impacts from the August 2023 cyberattack.
Three months ended
9/30/20249/30/2023% Change
Gross profit$807 $532 52 %
Gross margin45.8 %38.4 %
Gross margin increased by 740 basis points in the current period from 38.4% to 45.8%. The increase was primarily driven by higher volume and cost savings.

20
RESULTS OF OPERATIONS (Continued)
Expenses
Three months ended
% of Net Sales
9/30/20249/30/2023% Change9/30/20249/30/2023
Selling and administrative expenses$281 $276 2 %15.9 %19.9 %
Advertising costs201 165 22 11.4 11.9 
Research and development costs31 29 7 1.8 2.1 
Selling and administrative expenses, as a percentage of net sales, decreased by 400 basis points, while dollars were essentially flat in the current period versus the prior period. The decrease in selling and administrative expenses as a percentage of net sales was primarily due to lower net sales and incremental costs both resulting from the cyberattack, and an arbitral decision relating to a commercial dispute all in the prior period. For further information on the cyberattack, see Notes to Condensed Consolidated Financial Statements.
Advertising costs, as a percentage of net sales, decreased by 50 basis points in the current period versus the prior period, while dollars increased. The dollar increase in advertising costs reflects the Company’s continued support behind its brands. The Company’s U.S. retail advertising spend as a percentage of net sales decreased from 14% to 12% versus the prior period.
Research and development costs, as a percentage of net sales, decreased by 30 basis points, while dollars were essentially flat in the current period as compared to the prior period. The Company continues to invest behind product innovation and cost savings.
Loss on divestiture, interest expense, other (income) expense, net and the effective tax rate on earnings
Three months ended
9/30/20249/30/2023
Loss on divestiture$118 $— 
Interest expense21 21 
Other (income) expense, net(22)12 
Effective tax rate on earnings
41.8 %14.6 %
Loss on divestiture of $118 in the current period reflects the loss on the divestiture of the Better Health VMS business. See Notes to Condensed Consolidated Financial Statements for further information.
Other (income) expense, net was ($22) and $12 in the current and prior period, respectively. The variance was primarily due to a gain on revaluation of the Company’s trust assets related to its nonqualified deferred compensation plans and the benefit of insurance recoveries related to the cyberattack in the current period. For further information on the cyberattack, see Notes to Condensed Consolidated Financial Statements.
The effective tax rate on earnings was 41.8% and 14.6% for the current and prior period, respectively. The higher tax rate on earnings in the current period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business in the current period and the impact of relief provided by the Internal Revenue Service relating to U.S. foreign tax credit regulations in the prior period.
Diluted net earnings per share
Three months ended
9/30/20249/30/2023% Change
Diluted net earnings per share
$0.80 $0.17 371 %
Diluted net earnings per share (EPS) increased by $0.63, or 371%, in the current period, primarily due to higher net sales and cost savings, partially offset by the loss relating to the divestiture of the Better Health VMS business and higher advertising investments.
21

SEGMENT RESULTS
The following presents the results of the Company’s reportable segments and Corporate and Other. See Notes to Condensed Consolidated Financial Statements for further discussion of the principle measure of segment profitability used by management, segment adjusted earnings before interest and income taxes (segment adjusted EBIT):
Net sales
Three months ended
9/30/20249/30/2023
Health and Wellness$698 $504 
Household447 325 
Lifestyle320 229 
International259 270 
Reportable segment total
1,724 1,328 
Corporate and Other38 58 
Total$1,762 $1,386 
Segment adjusted EBIT (1)
Three months ended
9/30/20249/30/2023
Health and Wellness$235 $104 
Household60(4)
Lifestyle6619
International3534
Reportable segment total
396153
Corporate and Other(64)(62)
Total$332 $91 
Interest income310
Interest expense(21)(21)
Loss on divestiture
(118)—
Cyberattack costs, net of insurance recoveries
10(24)
Digital capabilities and productivity enhancements investment(29)(27)
Earnings before income taxes
$177 $29 
(1)See “Non-GAAP Financial Measures” below for reconciliation of segment adjusted EBIT to earnings before income taxes, the most directly comparable GAAP financial measure.
Health and Wellness
Three months ended
9/30/20249/30/2023% Change
Net sales$698 $504 38 %
Segment adjusted EBIT235 104 126 
Both volume and net sales increased by 38%, and segment adjusted EBIT increased by 126% during the current period. The volume increase was primarily due to lapping impacts from the cyberattack. The increase in segment adjusted EBIT was primarily due to higher net sales and cost savings, partially offset by higher advertising investments.

22
SEGMENT RESULTS (Continued)
Household
Three months ended
9/30/20249/30/2023% Change
Net sales$447 $325 38 %
Segment adjusted EBIT60 (4)1,600 
Volume, net sales and segment adjusted EBIT increased by 43%, 38% and 1,600%, respectively, during the current period. The volume increase was primarily due to lapping impacts from the cyberattack. The variance between volume and net sales was primarily due to unfavorable mix. The increase in segment adjusted EBIT was mainly due to higher net sales and cost savings, partially offset by higher advertising investments.

Lifestyle
Three months ended
9/30/20249/30/2023% Change
Net sales$320 $229 40 %
Segment adjusted EBIT66 19 247 

Volume, net sales and segment adjusted EBIT increased by 48%, 40% and 247% respectively, during the current period. The volume increase was primarily due to lapping impacts from the cyberattack. The variance between volume and net sales was mainly due to unfavorable mix. The increase in segment adjusted EBIT was due to higher net sales, partially offset by higher advertising investments.

International
Three months ended
9/30/20249/30/2023% Change
Net sales$259 $270 (4)%
Segment adjusted EBIT35 34 3 
Volume and net sales decreased by 6% and 4%, respectively, while segment adjusted EBIT increased by 3% during the current period. The volume decrease was primarily due to the Argentina divestiture partially offset by lapping impacts from the cyberattack. The variance between volume and net sales was mainly due to favorable price mix partially offset by the impact of unfavorable exchange rates. The increase in segment adjusted EBIT was primarily due to volume recovery from the cyberattack, partially offset by higher advertising investments and the Argentina divestiture.

Corporate and Other
Corporate and Other includes certain non-allocated administrative costs, the Better Health VMS business through the date of divestiture and various other non-operating income and expenses.
Three months ended
9/30/20249/30/2023% Change
Net Sales
$38 $58 (34)%
Segment adjusted EBIT(64)(62)(3)
Net sales decreased by 34% due to lower net sales in the Better Health VMS business as a result of the divestiture in the current period. Segment adjusted EBIT was essentially flat for the current period.

On September 10, 2024, the Company completed the divestiture of its Better Health VMS business. See Notes to Condensed Consolidated Financial Statements for further information.
23

FINANCIAL POSITION AND LIQUIDITY
The Company’s financial condition and liquidity remained strong as of September 30, 2024. The following table summarizes cash activities:
Three months ended
9/30/20249/30/2023
Net cash provided by operations$221 $20 
Net cash provided by (used for) investing activities
89 (23)
Net cash (used for) provided by financing activities
(237)155 
Operating Activities
Net cash provided by operations was $221 in the current three month period, compared with $20 in the prior three month period. The increase was primarily driven by higher cash earnings and lower incentive compensation payments; partially offset by changes in working capital in the current three month period. The higher cash earnings and changes in working capital in the current three month period were a result of the operational disruption from the cyberattack in the prior three month period.
Payment Terms Extension and Supply Chain Financing
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. There would not be an expected material impact to the Company’s liquidity or capital resources if the financial institution or a supplier terminated the SCF arrangement. While the Company does not have direct access to information on, or influence over, which invoices a participating supplier elects to sell to the financial institution, the Company expects that the majority of these amounts have been sold to the financial institution. Refer to the Notes to the Condensed Consolidated Financial Statements for detail on the SCF program.
Investing Activities
Net cash provided by investing activities was $89 in the current three month period, compared with net cash used of $23 in the prior three month period. The year-over-year change was mainly due to net proceeds from the divestiture of the Better Health VMS business in the current three month period.
Financing Activities
Net cash used by financing activities was $237 in the current three month period, compared with net cash provided by financing activities of $155 in the prior three month period. The year-over-year change was mainly due to higher net cash sourced from borrowings in the prior three month period as well as treasury stock purchases in the current three month period.
Capital Resources and Liquidity
The Company's current liabilities may periodically exceed current assets as a result of the Company's debt management policies, including the Company's use of commercial paper borrowings which fluctuates depending on the amount and timing of operating and investing cash flows and payments for shareholder transactions such as dividends and share repurchases.
Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to support its short- and long-term liquidity and operating needs, including its digital capabilities and productivity enhancements investment based on its anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
Credit Arrangements
As of September 30, 2024 the Company maintained a $1,200 revolving credit agreement that matures in March 2027 (the Credit Agreement). There were no borrowings under the Credit Agreement as of both September 30, 2024 and June 30, 2024, and the Company believes that borrowings under the Credit Agreement are and will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in the Credit Agreement.
24
FINANCIAL POSITION AND LIQUIDITY (Continued)
The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of September 30, 2024 and anticipates being in compliance with all restrictive covenants for the foreseeable future.
As of September 30, 2024, the Company maintained $34 of foreign and other credit lines, of which $11 was outstanding.
Stock Repurchases and Dividend Payments
As of September 30, 2024, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the three months ended September 30, 2024 and 2023, the Company repurchased 789 thousand shares and 0 shares of common stock at a cost of $107 and $0, respectively.
Dividends per share declared and total dividends paid to Clorox stockholders were as follows for the periods indicated:
Three months ended
9/30/20249/30/2023
Dividends per share declared$2.44 $2.40 
Total dividends paid151 149 
CONTINGENCIES
See Notes to Condensed Consolidated Financial Statements for information on the Company’s contingencies.

RECENTLY ISSUED ACCOUNTING STANDARDS
See Notes to Condensed Consolidated Financial Statements for a summary of recently issued accounting standards relevant to the Company.

NON-GAAP FINANCIAL MEASURES
The non-GAAP financial measures that are included in this MD&A and the reasons management believes they are useful to investors are described below. Certain non-GAAP financial measures may be considered in determining incentive compensation. These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these measures may not be the same as similarly named measures presented by other companies.
Adjusted earnings (losses) before interest and income taxes (adjusted EBIT) represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability). The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes does not directly reflect the performance of each segment's underlying operations. Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.
25
NON-GAAP FINANCIAL MEASURES (Continued)
Reconciliation of earnings (losses) before income taxes to adjusted EBIT
Three months ended
9/30/20249/30/2023
Earnings before income taxes
$177 $29 
Interest income(3)(10)
Interest expense21 21 
Loss on divestiture (1)
118 — 
Cyberattack costs, net of insurance recoveries (2)
(10)24 
Digital capabilities and productivity enhancements investment (3)
29 27 
Adjusted EBIT$332 $91 
(1)Represents loss related to the divestiture of the Better Health VMS business. Due to the nature, scope and magnitude of these costs, the Company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company’s operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Condensed Consolidated Financial Statements for additional information.
(2)Represents incremental costs and insurance recoveries incurred as a result of the August 2023 cyberattack the Company experienced beginning in the first quarter of fiscal year 2024. Due to the nature, scope and magnitude of these costs, the Company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company’s operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Condensed Consolidated Financial Statements for additional information.
(3)Represents expenses related to the Company's digital capabilities and productivity enhancements investment. Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.
Of the total investment, approximately 70% is expected to represent incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported earnings before income taxes for purposes of disclosing adjusted EBIT over the course of the next five years. About 70% of these operating costs are expected to be related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.
During the three months ended September 30, 2024 and 2023, the Company incurred approximately $29 and $27, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
Three months ended
9/30/20249/30/2023
External consulting fees (1)
$20 $21 
IT project personnel costs (2)
2 2 
Other (3)
7 4 
Total$29 $27 
(1)Comprised of third-party consulting fees incurred to assist in the project management and end-to-end systems integration of this transformative investment. The Company relies on consultants for certain capabilities required for these programs that the Company does not maintain internally. These costs support the implementation of these programs incremental to the Company's normal IT costs and will not be incurred following implementation.
(2)Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the Company considers these costs not reflective of the ongoing costs to operate its business.
(3)Comprised of various other expenses associated with the Company’s new system implementations, including Company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.




26
NON-GAAP FINANCIAL MEASURES (Continued)
Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of foreign exchange rate changes and any acquisitions and divestitures. Management believes that the presentation of organic sales growth / (decrease) is useful to investors because it excludes sales from any acquisitions and divestitures, which results in a comparison of sales only from the businesses that the Company was operating and expects to continue to operate throughout the relevant periods, and the Company’s estimate of the impact of foreign exchange rate changes, which are difficult to predict and out of the control of the Company and management.
The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:
Three months ended September 30, 2024
Percentage change versus the year-ago period
Health and WellnessHouseholdLifestyleInternational
Total Company (1)
Net sales growth / (decrease) (GAAP)38 %38 %40 %(4)%27 %
Add: Foreign Exchange— — — 2 — 
Add/(Subtract): Divestitures / Acquisitions (2)
— — — 13 4 
Organic sales growth / (decrease) (non-GAAP)38 %38 %40 %11 %31 %
(1)Total Company includes Corporate and Other.
(2)The divestiture impact is calculated as net sales from the Argentina and Better Health VMS businesses after the respective sale dates in the three month year-ago period.
CAUTIONARY STATEMENT
This Report, including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements regarding the expected or potential impact of the Company’s operational disruption stemming from a cyberattack, and any such forward-looking statements involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “predicts,” and variations on such words, and similar expressions that reflect the Company’s current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations, are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:
•unfavorable general economic and geopolitical conditions beyond the Company’s control, including supply chain disruptions, labor shortages, wage pressures, rising inflation, the interest rate environment, fuel and energy costs, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, such as COVID-19, terrorism, and unstable geopolitical conditions, including ongoing conflicts in the Middle East and Ukraine and rising tensions between China and Taiwan, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts between the U.S. and its trading partners, especially China;
•the ability of the Company to drive sales growth, increase prices and market share, grow its product categories and manage favorable product and geographic mix;
•the impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences;
•our recovery from the August 2023 cyberattack, and risks related to the Company’s use of and reliance on information technology systems, including potential and actual security breaches, cyberattacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or Company information, business, service
27
CAUTIONARY STATEMENT (Continued)
or operational disruptions, or that impact the Company’s financial results or financial reporting, or any resulting unfavorable outcomes, increased costs or legal proceedings;
•intense competition in the Company’s markets;
•volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services;
•risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers;
•the ability of the Company to implement and generate cost savings and efficiencies, and successfully implement its transformational initiatives or strategies, including achieving anticipated benefits and cost savings from the implementation of the streamlined operating model and digital capabilities and productivity enhancements;
•the Company’s ability to maintain its business reputation and the reputation of its brands and products;
•dependence on key customers and risks related to customer consolidation and ordering patterns;
•the ability of the Company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries;
•the Company’s ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as increasing labor costs and sustained labor shortages;
•lower revenue, increased costs or reputational harm resulting from government actions and compliance with regulations, or any material costs imposed by changes in regulation;
•changes to the Company’s processes and procedures as a result of its digital capabilities and productivity enhancements that may result in changes to the Company’s internal controls over financial reporting;
•the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including changes in regulatory or administrative activity;
•risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls; changes in governmental policies, including trade, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts in the Middle East and Ukraine and rising tensions between China and Taiwan; potential negative impact and liabilities from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach; widespread health emergencies, such as COVID-19; and the possibility of nationalization, expropriation of assets or other government action;
•the impact of Environmental, Social, and Governance (ESG) issues, including those related to climate- related transition risks, changing consumer preferences, including the environmental impact of the Company’s products and sustainability on sales, operating costs or reputation;
•the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions and in connection with any product recalls;
•risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions;
•the accuracy of the Company’s estimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are based;
•risks related to increases in the estimated fair value of P&G’s interest in the Glad business;
•risks related to the Company's reliance on third-party service providers, including inability to meet cost savings or efficiencies, business or systems disruptions, and other liabilities, including legal or regulatory risk;
28
CAUTIONARY STATEMENT (Continued)
•environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances;
•the Company’s ability to effectively utilize, assert and defend its intellectual property rights, and any infringement or claimed infringement by the Company of third-party intellectual property rights;
•the effect of the Company’s indebtedness and credit rating on its business operations and financial results and the Company’s ability to access capital markets and other funding sources, as well as the cost of capital to the Company;
•the COVID-19 pandemic and related impacts, including on the availability of, and efficiency of the supply, manufacturing and distribution systems for, the Company’s products, including any significant disruption to such systems; on the demand for and sales of the Company’s products; and on worldwide, regional and local adverse economic conditions;
•the Company’s ability to pay and declare dividends or repurchase its stock in the future;
•the impacts of potential stockholder activism; and
•risks related to any litigation associated with the exclusive forum provision in the Company’s bylaws.
The Company’s forward-looking statements in this Report are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.
In this Report, unless the context requires otherwise, the terms “the Company,” “Clorox,” “we,” “us,” and “our” refer to The Clorox Company and its subsidiaries.
29

Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have not been any material changes to the Company’s market risk since June 30, 2024. For additional information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Item 4. Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, were effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
No change in the Company’s internal control over financial reporting occurred during the first fiscal quarter of the fiscal year ending June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company is in the process of implementing a new enterprise resource planning (ERP) system along with a suite of other digital technologies. In the first quarter of fiscal year 2025, we began implementation of the new ERP system. As this phased implementation occurs during fiscal years 2025 and 2026, the Company will change its processes and procedures which, in turn, could result in changes to its internal control over financial reporting. As such changes occur, the Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

30

PART II – OTHER INFORMATION
Item 1.A. Risk Factors
For information regarding Risk Factors, please refer to Item 1.A. in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and the information in “Cautionary Statement” included in this Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In May 2018, the Board of Directors authorized the Company to repurchase up to $2,000 million in shares of common stock on the open market (the 2018 Open-Market Program), which has no expiration date.
In August 1999, the Board of Directors authorized a stock repurchase program to reduce or eliminate dilution upon the issuance of common stock pursuant to the Company’s stock compensation plans (the Evergreen Program). In November 2005, the Board of Directors authorized the extension of the Evergreen Program to reduce or eliminate dilution in connection with issuances of common stock pursuant to the Company’s 2005 Stock Incentive Plan. The Evergreen Program has no expiration date and has no specified limit as to dollar amount and therefore is not included in column [d] below.
The following table sets forth the purchases of the Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the first quarter of fiscal year 2025.
[a][b][c][d]
Period
Total Number of
Shares Purchased (1)
Average Price Paid
per Share (2)
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs		Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
July 1 to 31, 2024
649,401 $133.92 649,401 $993 million
August 1 to 31, 2024
139,800 $141.61 139,800 $993 million
September 1 to 30, 2024
— — — $993 million
Total789,201 $135.28 789,201 
(1)All of the shares purchased in July and August 2024 were acquired pursuant to the Company’s Evergreen program.
(2)Average price paid per share in the period includes commission.
Item 5. Other Information
During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

31

Item 6. Exhibits
See Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Exhibit NumberExhibit Description
10.1
10.2
10.3
31.1
31.2
32
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
32

SIGNATURE
Pursuant to the requirements 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.
THE CLOROX COMPANY
(Registrant)
DATE: October 30, 2024BY/s/ Laura Peck
Laura Peck
Vice President – Chief Accounting Officer and Corporate Controller

33
        Exhibit 10.1                


THE CLOROX COMPANY
2005 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT

NOTICE OF PERFORMANCE SHARE GRANT        
The Clorox Company, a Delaware company (the “Company”), grants to the Grantee named below, in accordance with the terms of The Clorox Company 2005 Stock Incentive Plan (the “Plan”) and this performance share award agreement (the “Agreement”), the following number of Performance Shares on the terms set forth below:

GRANTEE:  <<<Participant Name>>>
TARGET AWARD:  <<<Target Shares Granted>>>
GRANT ID:  <<<Grant ID>>>
PERFORMANCE PERIOD:July 1, 2024 through June 30, 2027
DATE OF GRANT:  <<<Grant Date - 2>>>
SETTLEMENT DATE:Within 120 days following the last day of the Performance Period or such later date in the event of a deferral per the terms of this Agreement, provided the Grantee has remained in the employment or service of the Company or its Subsidiaries through such date (except for a termination of employment or service due to death, Disability or Retirement, as provided below)

AGREEMENT

1.Grant of Performance Shares. The Company hereby grants to the Grantee the Target Award set forth above, payment of which is dependent upon the achievement of certain performance goals more fully described in Section 3 of this Agreement. This Award is subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Performance Shares set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2.Nature and Settlement of Award. The Performance Shares awarded pursuant to this Agreement represent the opportunity to receive Shares of the Company and Dividend Equivalents on such Shares (as described in Section 4 below). The Company shall issue to the Grantee one Share for each vested Performance Share (plus any Dividend Equivalents accrued with respect to such vested Performance Shares), rounded to the nearest whole Share, less any Shares withheld in accordance with the provisions of Section 7 of this Agreement. Settlement shall occur on a date chosen by the Committee, which date shall be within one hundred and twenty (120) days following the last day of the Performance Period (the “Settlement Date”), or any Deferred Settlement Date established pursuant to Section 6 of this Agreement, whichever is later, and except as specifically provided in Section 5 of this Agreement, provided the Grantee has remained in the employment or service of the Company or its Subsidiaries through the Settlement Date; provided, that, in connection with a Change in Control as described in Section 8 of this Agreement, the Settlement Date shall be within sixty (60) days of either the Change in Control or the date of termination of employment without Cause or for “Good Reason” (as defined below), as applicable. Although vested within the meaning of Section 83 of the Internal Revenue Code since no substantial risk of forfeiture exists at the Settlement Date, the Performance Shares (and any associated Dividend Equivalents) will not be earned until the Grantee has fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in Sections 10(b), 10(c), 10(d), 10(e)
    - 1 -


and Section 11, and the Grantee shall have no right to retain the Shares or the value thereof upon vesting or settlement of the Performance Shares until all such conditions precedent have been satisfied.

3.Determination of Number of Performance Shares Vested. The number of Performance Shares vested, if any, for the Performance Period shall be determined in accordance with the following formula:
# of Performance Shares = Average Payout Percentage x Target Award
The “Average Payout Percentage” is equal to the sum of the Funding Percentage for each of the fiscal years in the Performance Period, divided by three; provided that the Average Payout Percentage shall not be greater than 200%.
“Funding Percentage” for the first fiscal year in the Performance Period is based on the actual economic profit (“EP”) for such fiscal year, calculated as described below and determined in accordance with the following table:
EP
(for the first fiscal year in the Performance Period)
EP Threshold*$
EP Target**$
EP Max***$


“Funding Percentage” for the second and third fiscal years in the Performance Period is based on the growth of annual EP, calculated as described below, for the applicable fiscal year as compared to the prior fiscal year (“EP Growth”), expressed as a percentage and calculated based upon EP at the end of each such fiscal year of the Performance Period, determined in accordance with the following table:

EP Growth
(for each of the second and third fiscal years in the Performance Period)
EP Growth Threshold*%
EP Growth Target**%
EP Growth Max***%


* Achievement of the EP Threshold amount (or below) or the EP Growth Threshold percentage (or below), as the case may be, shall result in a Funding Percentage of 0% for the applicable fiscal year of the Performance Period.

** Achievement of the EP Target amount or the EP Growth Target percentage, as the case may be, shall result in a Funding Percentage of 100% for the applicable fiscal year of the Performance Period.

*** Achievement of the EP Max amount (or above) or the EP Growth Max percentage (or above), as the case may be, shall result in a Funding Percentage of 300% for the applicable fiscal year of the Performance Period. For avoidance of doubt, achievement above the EP Max amount or the EP Growth Max percentage shall not
    - 2 -


result in a Funding Percentage above 300% for the applicable fiscal year of the Performance Period.
Note: Achievement of EP in between the Threshold and Target levels or in between the Target and Max levels or EP Growth in between the Threshold and Target levels or in between the Target and Max levels shall be determined through linear interpolation. For the avoidance of doubt, if EP in excess of the Threshold level or EP Growth in excess of the Threshold level is not achieved, the Funding Percentage for the applicable fiscal year of the Performance Period shall be 0%.
EP is defined as Earnings Before Interest & Taxes, adjusted for non-cash restructuring charges, times one minus the tax rate, less capital charge.
Notwithstanding any other provision in this Agreement to the contrary, if EP for any fiscal year in the Performance Period is negative, the Funding Percentage for such fiscal year in the Performance Period shall be 0%.
For avoidance of doubt, while the expectation is that EP for a given fiscal year shall be calculated based upon the Company’s financial statements for such fiscal year that are filed with the SEC, the Committee shall have the authority to include information not reflected in such financial statements for purposes of determining EP for such fiscal year if the Committee determines that the inclusion of such information more accurately reflects the financial performance of the Company for such fiscal year. To the extent that such information used in a prior fiscal year is reflected in the filed financial statements for a subsequent fiscal year, appropriate changes shall be made to relevant information in such filed financial statements for purposes of calculating EP for such subsequent fiscal year to avoid double counting of the same information.
Notwithstanding the above, the applicable EP amount for the corresponding fiscal year that is used as the basis for calculating either EP or EP Growth results for such fiscal year shall be adjusted, fairly and appropriately, in accordance with the Plan and, as provided in this Agreement, to reflect accurately the direct and measurable effect of the impact of each of the following events not otherwise reflected in the determination of the EP goals or the initial EP levels (each, an “Event”) including, without limitation, the financial statement impact on the Company on account of the occurrence or potential occurrence of an Event: (1) the acquisition or divestiture of a business, (2) a Change in Control, (3) U.S. Federal changes in tax statutes or the addition or deletion of taxes to which the Company or any Affiliated Company is subject, (4) force majeure (including events known as “Acts of God”), (5) the adoption of new or revised accounting pronouncements or changes to application of accounting pronouncements, (6) an asset impairment charge other than for the final fiscal year of the Performance Period, and (7) any extraordinary, unusual or non-recurring item not previously listed. Notwithstanding the foregoing, an event listed in the preceding sentence shall not qualify as an Event, and therefore no adjustment shall be made to the EP goals or EP levels, unless the impact of the occurrence or potential occurrence of such an event listed in the preceding sentence exceeds $2 million in EP. The purpose of any adjustments on account of the occurrence of an Event is to keep the probability of achieving the EP or EP Growth goals the same as if the Event triggering such adjustment had either not occurred or had not resulted in any financial statement impact. The determination of any adjustments shall be based on the Company’s accounting as set forth in its books and records (including business projections) and/or in the annual budgets and/or long-range plans of the Company pursuant to which the EP and EP Growth goals were established. The amount of any such adjustment shall be approved by the Committee in its good faith determination in accordance with the provisions of this paragraph. To the extent applicable, the Committee shall condition the determination of the number of Performance Shares vested under this Section 3 upon the satisfaction of the adjusted EP goals or EP levels, as the case may be. All Performance Shares that are not vested for the Performance Period shall be forfeited as of the last day of the Performance Period.
4.Dividend Equivalent Rights. No Dividend Equivalents shall be paid to the Grantee prior to the settlement of the award. Rather, such Dividend Equivalent payments will accrue and be notionally credited to the Grantee’s Performance Share account and paid out at the Average Payout Percentage in the form of additional Shares
    - 3 -


rounded down to the nearest whole Share (the “Dividend Equivalent Shares”) upon settlement of the award, as described in Section 2 above.

5.Termination of Continuous Service. Except as otherwise provided in this Section 5 or Section 8, if the Grantee’s employment or service with the Company and its Subsidiaries is terminated for any reason prior to the Settlement Date, all Performance Shares and Dividend Equivalents subject to this Agreement shall be immediately forfeited.

a.Termination due to Death or Disability. If the Grantee’s termination of employment or service is due to death or Disability, all Performance Shares and Dividend Equivalents shall immediately vest and will be paid upon completion of the Performance Period based on the level of performance achieved as of the end of such Performance Period.

b.Termination due to Retirement. [If the Grantee’s termination of employment or service is due to Retirement, the Performance Shares shall vest on a pro rata monthly basis, including full credit for partial months elapsed and rounded to the nearest whole Share, and will be paid upon completion of the Performance Period based on the level of performance achieved as of the end of such Performance Period; provided, however, that this provision shall not apply in the event the Grantee’s employment or service is terminated for Cause. The amount of the vested Award shall be computed under the following formula: Target Award times (number of full months elapsed in Performance Period (i.e., rounding up for any partial month) divided by number of full months in Performance Period) times percent performance level achieved as of the end of the Performance Period. Dividend Equivalents accrued through the Grantee’s date of termination due to Retirement shall be paid at the same time as the settlement of the vested Performance Shares.]1 [ If the Grantee’s termination of employment or service is due to Retirement and occurs more than 6 months after the Date of Grant set forth above, then the Performance Shares shall remain outstanding through the end of the Performance Period and vest based on the level of performance achieved as of the end of the Performance Period, and will be paid upon completion of the Performance Period as if the Grantee had remained in the employment or service of the Company or its Subsidiaries through the Settlement Date; provided, however, that this provision shall not apply in the event the Grantee’s employment or service is terminated for Cause.]2

Definition of “Retirement.” For purposes of this Agreement, the term “Retirement” shall mean termination of employment or service as an Employee after (1) twenty (20) or more years of “vesting service,” which solely for purposes of this Agreement, shall be calculated under Article III of The Clorox Company 401(k) Plan (the “401(k) Plan”) entitled “Service” along with any other relevant provisions of the 401(k) Plan necessary or desirable to give full effect thereto, or any successor provisions, regardless of the status of the Grantee with respect to the 401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five with ten (10) or more years of Vesting Service.

c.Definition of “Disability.” For purposes of this Agreement, the Grantee’s employment shall be deemed to have terminated due to the Grantee’s Disability if the Grantee is entitled to long-term disability benefits under the Company’s long-term disability plan or policy, as in effect on the date of termination of the Grantee’s employment.

6.Election to Defer Settlement.
a.Prior to the commencement of the last year of the Performance Period, the Grantee may elect to defer the settlement of the Performance Shares from the last day of the Performance Period until a date at least two years following such date, or until the Grantee’s later termination of employment or service. In the event
1 To be included in agreements for individuals who are not CEC members.
2 To be included in agreements for individuals who are CEC members.
    - 4 -


the termination of employment or service constitutes a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), the settlement of the Performance Shares shall occur no earlier than the earlier of the date which is six (6) months after the date of the Grantee’s termination of employment or service or the date of death of the Grantee. The date on which the Performance Shares are settled following a deferral election made in accordance with this Section 6(c) shall be referred to as the “Deferred Settlement Date”.

b.If the Grantee makes such an election, it will become irrevocable on the date of such election. If the Grantee makes such an election, any Dividend Equivalents awarded with respect to such deferred Performance Shares shall also be deferred under the same terms. If the Grantee makes such an election, but a transaction occurs that subjects the Grantee’s Performance Shares to Section 19 of the Plan prior to the Deferred Settlement Date, the Grantee’s deferral election will terminate and the Grantee’s Performance Shares and Dividend Equivalents will be settled as of the date of that transaction. The Company may terminate any deferral hereunder if a change in law requires such termination.

7.Taxes. Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restriction or limitations that the Committee, in its sole discretion, deems appropriate.

8.Change in Control. Upon the occurrence of a Change in Control, including in the event of the termination of the Grantee by the Company without Cause or the resignation of the Grantee for Good Reason within twenty-four (24) months following consummation of a Change in Control, the Performance Shares shall be treated in accordance with Section 19 of the Plan.

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following with respect to the Grantee:

(a) the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including offices and reporting requirements), authority, duties or responsibilities, as in effect immediately prior to the occurrence of the Change in Control or the date of the Grantee’s termination of employment, whichever is greater, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

(b) any failure by the Company to substantially comply with, or any reduction by the Company in, any of the material provisions of the Grantee’s compensation plans, programs, agreements or arrangements as in effect immediately prior to the Change in Control, including, without limitation, any material reduction in base salary, cash incentive compensation target bonus opportunity, equity compensation opportunity in the aggregate, or employee benefits and perquisites in the aggregate, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

    - 5 -


(c) the Company’s requiring the Grantee to be based at any office or location other than that in effect immediately prior to the Change in Control or any office or location not requiring the Grantee’s commute to increase by more than 35 miles from his or her commute immediately prior to the Change in Control;

(d) any purported termination by the Company of the Grantee’s employment other than (A) due to the death or Disability of the Grantee or (B) a termination of the Grantee’s employment by the Company for Cause; or

(e) any material failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume the obligations of the Company under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

Any termination by the Grantee for Good Reason shall be communicated by a written notice to the Company within a period not to exceed ninety (90) days of such Grantee’s knowledge of the condition. Such written notice (1) must indicate the specific termination provision in the Good Reason definition relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Grantee’s employment under the provision so indicated and (3) the Grantee's intended date of termination if the Company does not cure the issue (which date shall be not less than thirty (30) days after the giving of such notice). After receipt by the Company of such written notice, the Company shall have thirty (30) days during which it may remedy the condition and thereby cure the event or circumstance constituting “Good Reason”.

9.Transferability of Performance Shares. Performance Shares shall not be transferable by the Grantee other than by will or by the laws of descent or distribution. For avoidance of doubt, Shares issued to the Grantee in settlement of Performance Shares pursuant to Section 2 of this Agreement shall not be subject to any of the foregoing transferability restrictions.

10.Protection of Trade Secrets and Limitations on Retention.

a.Definitions.

i.“Affiliated Company” means any organization controlling, controlled by or under common control with the Company.

ii.“Confidential Information” means the Company’s technical or business or personnel information not readily available to the public or generally known in the trade, including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Grantee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality.

iii.“Conflicting Product” means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development that (1) resembles or competes with a product, process, machine, or service upon or with which the Grantee shall have worked during the two years prior to the Grantee’s termination of employment with the Company or any Affiliated Company or (2) with respect to which during that period of time the Grantee, as a result of his/her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Grantee has knowledge of information to which s/he has been directly exposed through actual receipt
    - 6 -


or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

iv.“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing or selling of a Conflicting Product.

b.Right to Retain Shares Contingent on Protection of Confidential Information. In partial consideration for the award of these Performance Shares, the Grantee agrees that at all times, both during and after the term of the Grantee’s employment with the Company or any Affiliated Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (except for the benefit of the Company at the Company’s direction), regardless of when disclosed to the Grantee, any and all Confidential Information of the Company or any Affiliated Company. The Grantee understands that for purposes of this Section 10(b), Confidential Information further includes, but is not limited to, information pertaining to any aspect of the business of the Company or any Affiliated Company which is either information not known (or known as a result of a wrongful act of the Grantee or of others who were under confidentiality obligations as to the item or items involved) by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company. If, prior to the expiration of the Performance Period or at any time within one (1) year after the Settlement Date, the Grantee discloses or uses, or threatens to disclose or use, any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the Performance Shares, whether vested or not, will be immediately forfeited and cancelled, and the Grantee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares.

c.No Interference with Customers or Suppliers. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, during the Performance Period and for a period of one (1) year after the Settlement Date of the Performance Shares, for himself/herself or any third party, directly or indirectly, from using Confidential Information to (1) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, or (2) intentionally solicit its customers with which it has a contractual relationship as to Conflicting Products, or to interfere with the contractual relationship with any of its suppliers or customers (collectively, “Interfere”). If, during the term of the Performance Period or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Interfere, the Grantee’s right to the Shares upon settlement of the Performance Shares shall not have been earned and the Performance Shares, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares. For avoidance of doubt, the term “Interfere” shall not include any advertisement of Conflicting Products through the use of media intended to reach a broad public audience (such as television, cable or radio broadcasts, generalized online marketing , or newspapers or magazines) or the broad distribution of coupons through the use of direct mail or through independent retail outlets. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.
    - 7 -



d.No Solicitation of Employees. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, during the Performance Period and for a period of one (1) year after the Settlement Date, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Performance Period or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Solicit, the Grantee’s right to the Shares upon settlement of the Performance Shares shall not have been earned and the Performance Shares, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

e.Injunctive and Other Available Relief. By acceptance of these Performance Shares, the Grantee acknowledges that, if the Grantee were to breach or threaten to breach his/her obligation hereunder not to Interfere or Solicit or not to disclose or use any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the harm caused to the Company by such breach or threatened breach would be, by its nature, irreparable because, among other things, damages would be significant and the monetary harm that would ensue would not be able to be readily proven, and that the Company would be entitled to injunctive and other appropriate relief to prevent threatened or continued breach and to such other remedies as may be available at law or in equity. To the extent not prohibited by law, any cancellation of the Performance Shares pursuant to any of Sections 10(b) through 10(d) above shall not restrict, abridge or otherwise limit in any fashion the types and scope of injunctive and other available relief to the Company. Notwithstanding any provision of this Agreement to the contrary, nothing under this Agreement shall limit, abridge, modify or otherwise restrict the Company (or any Affiliated Company) from pursuing any or all legal, equitable or other appropriate remedies to which the Company may be entitled under any other agreement with the Grantee, any other plan, program, policy or arrangement of the Company (or any Affiliated Company) under which the Grantee is covered or participates, or any applicable law, all to the fullest extent not prohibited under applicable law.

f.Permitted Reporting and Disclosure. Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance is Grantee authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s Chief Legal Officer. Any reporting or disclosure permitted under this Section 10(f) shall not result in the cancellation of Performance Shares. Grantee is entitled to certain immunities from liability under state and federal law for disclosing trade secrets if the disclosure was made to report or investigate an alleged violation of law, subject to certain conditions. Please see the Company’s Confidential Information Policy for further details.
    - 8 -



11.Right to Retain Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, during the term of the Performance Period and for a period of one (1) year after the Settlement Date, from rendering services, directly or indirectly, as director, officer, employee, agent, consultant or otherwise, to any Conflicting Organization except a Conflicting Organization whose business is diversified and that, as to that part of its business to which the Grantee renders services, is not a Conflicting Organization, provided that the Company shall receive separate written assurances satisfactory to the Company from the Grantee and the Conflicting Organization that the Grantee shall not render services during such period with respect to a Conflicting Product. If, prior to the expiration of the Performance Period or at any time within one (1) year after the Settlement Date, the Grantee shall render services to any Conflicting Organization other than as expressly permitted herein, the Grantee’s right to the Shares upon settlement of the Performance Shares shall not have been earned and the Performance Shares, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM RENDERING SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO RENDER SUCH SERVICES DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

12.Repayment Obligations.

Awards under the Plan, including this Award and any outstanding Award granted prior to the date hereof, are subject to clawback in accordance with the terms of the Company’s Policy Regarding Clawback of Incentive Compensation, as amended from time to time, and pursuant to any other policy the Company may adopt from time to time as required by applicable law (collectively, the “Clawback Policy”), which Clawback Policy shall apply and be deemed incorporated herein to the extent applicable. To the extent that any portion of the Clawback Policy relating to recoupment in connection with a restatement of financial results to correct a material error is not applicable to the Award, and in the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee. No recovery of any Award pursuant to the Clawback Policy or the Repayment Obligation shall be treated as an event giving rise to a Participant’s right to terminate employment for “good reason” or “constructive termination” (or any similar term) under any agreement with the Company. The Company’s rights contemplated in this Section 12 and/or pursuant to any recoupment or clawback policy (including the Clawback Policy and the Repayment Obligation) are not exclusive, and therefore the availability of such remedies are without prejudice to any and all other remedies available to the Company pursuant to applicable law or under any other contract or agreement.

    - 9 -


13.Authorization to Return Forfeited Performance Shares. The Grantee authorizes the Company or its designee to return to the Company all Performance Shares and related Dividend Equivalents and Shares subject thereto which are forfeited along with any cash or other property held with respect to or in substitution of such Performance Shares, related Dividend Equivalents and/or Shares. Any such action shall comply with all applicable provisions of this Agreement or the Plan.

14.Miscellaneous Provisions.

a.Rights as a Stockholder. Neither the Grantee nor the Grantee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Award until the Performance Shares have been settled and Share certificates have been issued to the Grantee, transferee or representative, as the case may be.

b.Choice of Law, Exclusive Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The courts of the State of Delaware shall have exclusive jurisdiction over any disputes or other proceedings relating to this Agreement, and venue shall reside with the courts in New Castle County, Delaware, including if jurisdiction shall so permit, the U.S. District Court for the District of Delaware. Accordingly, the Grantee agrees that any claim of any type relating to this Agreement must be brought and maintained in the appropriate court located in New Castle County, Delaware, including if jurisdiction will so permit, in the U.S. District Court for the State of Delaware. The Grantee hereby consents to the jurisdiction over the Grantee of any such courts and waives all objections based on venue or inconvenient forum.

c.Modification or Amendment. This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement shall be made which would materially and adversely affect the rights of the Grantee, without such Grantee’s written consent.

d.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced to reflect the intent of the parties to the fullest extent not prohibited by law, and in the event that such provision is not able to be so construed and enforced, then this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included. In amplification of the preceding sentence, in the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall have the power to reduce the time period or scope to the maximum time period or scope permitted by law.

e.References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.

f.Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation.

g.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Grantee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the
    - 10 -


Grantee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Performance Shares set forth in this Agreement.

h.Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.

Notwithstanding any provision of the Plan to the contrary, if the Grantee is a “specified employee” (as defined in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Grantee’s separation from service shall be delayed until the earlier of the date which is six (6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 14(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s separation from service (or, if earlier, the date of the Grantee’s death). Any payments that were originally scheduled to be paid following the six (6) months after the Grantee’s separation from service shall continue to be paid in accordance with their predetermined schedule.

i.Agreement with Terms. Receipt of any benefits under this Agreement by the Grantee shall constitute the Grantee’s acceptance of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Agreement, and the Company shall administer this Agreement accordingly.



                            THE CLOROX COMPANY
                            
                            By:
    Its: Chief Executive Officer

THE GRANTEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS A UNILATERAL CONTRACT AND THAT THE GRANTEE’S RIGHT TO THE SHARES PURSUANT TO THIS AGREEMENT IS ACCEPTED AND EARNED ONLY BY CONTINUING EMPLOYMENT (FOR PURPOSES OF THIS PARAGRAPH, IGNORING ANY ELECTION TO DEFER SETTLEMENT PURSUANT TO SECTION 6) AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER) AND BY ACHIEVEMENT OF THE PERFORMANCE CRITERIA AND BY COMPLIANCE WITH THE GRANTEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT. THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S
    - 11 -


EMPLOYMENT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

The Grantee acknowledges that a copy of the Plan and Plan Information are available for viewing on the Company’s internal HR website at https://team.clorox.com/sites/ClxWeb/hr/SitePages/Stock-Incentive-Plan.aspx, and the Company’s Annual Report and Proxy Statement (the “Prospectus Information”) are available for viewing on the Company’s website at https://investors.thecloroxcompany.com/investors/financial-information/sec-filings/default.aspx. The Grantee hereby consents to receive the Prospectus Information electronically or, in the alternative, to contact People@Clorox at 1-800-256-7693 to request a paper copy of the Prospectus Information. The Grantee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. The Grantee acknowledges and hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated below.



Dated: ____________________________    Signed: _________________________________
                            Grantee


                    

    - 12 -
Exhibit 10.2
THE CLOROX COMPANY
2005 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT

NOTICE OF STOCK OPTION GRANT
The Clorox Company, a Delaware company (the “Company”), grants to the Optionee named below an option (the “Option”) to purchase, in accordance with the terms of The Clorox Company 2005 Stock Incentive Plan (the “Plan”) and this nonqualified stock option agreement (the “Agreement”), the number of shares of Common Stock of the Company (the “Shares”) at the exercise price per share (the “Exercise Price”) set forth as follows:

OPTIONEE:<<<Optionee Name - 1>>>
OPTIONS GRANTED:<<<Total Shares Granted>>>
GRANT ID:<<<Grant ID>>>
EXERCISE PER SHARE:<<<Grant Price - 1>>>
DATE OF GRANT:<<<Grant Date - 2>>>
EXPIRATION DATE:Ten years from Date of Grant
VESTING SCHEDULE:25% vests on each of October 5 of 2025, 2026, 2027 and 2028, or the first trading day immediately preceding each such date if such date is not a trading day.

AGREEMENT

1.Grant of Option. The Company hereby grants to the Optionee the Option to purchase the Shares at the Exercise Price, subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Option set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2.Exercise of Option.

a.Right to Exercise. This Option shall be exercisable prior to the expiration date set forth above (the “Expiration Date”), in accordance with the vesting schedule set forth above (the “Vesting Schedule”) and with the applicable provisions of the Plan and this Agreement. Except as otherwise specifically provided in this Agreement, in no event may this Option be exercised after the Expiration Date. Although vested within the meaning of Section 83 of the Internal Revenue Code since no substantial risk of forfeiture exists once the Options become exercisable according to the Vesting Schedule above, the Options will not be earned until the Optionee has fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in Sections 7(b), 7(c), 7(d), 7(e) and Section 8, and the Optionee shall have no right to retain the Shares or the value thereof upon vesting or exercise of the Options until all conditions precedent have been satisfied.
b.Method of Exercise. This Option shall be exercisable only by delivery of an exercise notice (the “Exercise Notice”), available on the UBS website, the Company’s designee, which shall state the election to exercise the Option, the whole number of vested Shares in respect of which the Option is being exercised and such other provisions as may be required by the Committee. Such Exercise Notice shall be signed by the Optionee and shall be delivered by mail or fax, to the Company’s designee accompanied by payment of the Exercise Price. The Company may require the Optionee to furnish or execute such other documents as the Company shall reasonably deem necessary (1) to evidence such exercise and (2) to comply with or satisfy




the requirements of the Securities Act of 1933, as amended, the Exchange Act, or any Applicable Laws. The Option shall be deemed to be exercised upon receipt by the Company’s designee of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of the Option unless such issuance and such exercise shall comply with all Applicable Laws. Assuming such compliance, for income tax purposes, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

c.Taxes. Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Option. The Committee may condition the issuance of Shares upon the Optionee’s satisfaction of such withholding obligations. The Optionee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Optionee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

3.Method of Payment. Pursuant to Section 6(f) of the Plan and subject to such limitations as the Committee may impose (including prohibition of one or more of the following payment methods), payment of the Exercise Price may be made in cash or by check, Shares or a combination thereof.

4.Termination of Employment or Service and Expiration of Exercise Period.

a.Termination of Employment or Service. If the Optionee’s employment or service with the Company and its Subsidiaries is terminated, the Optionee may exercise all or part of this Option prior to the expiration dates set forth in paragraph (b) herein, but only to the extent that the Option had become vested before the Optionee’s employment or service terminated. Notwithstanding the above, if the Optionee’s termination of employment or service is due to (1) Retirement and is more than 6 months from the Date of Grant set forth in this Agreement, then the Option shall continue to vest in accordance with the Vesting Schedule, or (2) death or Disability, the Option shall become 100% vested, and, in each case, shall remain exercisable until the expiration date determined pursuant to paragraph (b) of this Section.

Except as otherwise provided in this Section 4 or Section 5, when the Optionee’s employment or service with the Company and its Subsidiaries terminates (except when due to Retirement, death or Disability), this Option shall expire immediately with respect to the number of Shares for which the Option is not yet vested. If the Optionee dies after termination of employment or service, but before the expiration of the Option, all or part of this Option may be exercised (prior to expiration) by the personal representative of the Optionee or by any person who has acquired this Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon termination of the Optionee’s employment or service.

b.Expiration of Exercise Period. Upon termination of the Optionee’s employment or service with the Company and its Subsidiaries, subject to Section 19 of the Plan, the Option shall expire on the earliest of the following occasions:

i.The Expiration Date;

ii.The date ninety (90) days following the termination of the Optionee’s employment or service for any reason other than Cause, death, Disability, or Retirement;





iii.The date one year following the termination of the Optionee’s employment or service due to death or Disability;

iv.The date five (5) years following the termination of the Optionee’s employment or service due to Retirement, provided the Optionee’s Retirement is more than 6 months from the Date of Grant set forth in this Agreement; or

v.The date of termination of the Optionee’s employment or service for Cause.

Definition of “Retirement.” For purposes of this Agreement, the Optionee’s employment or service shall be deemed to have terminated due to “Retirement” if the Optionee terminates employment or service as an Employee for any reason, including Disability (but other than for Cause) after (1) twenty (20) or more years of “vesting service,” which solely for purposes of this Agreement, shall be calculated under Article III of The Clorox Company 401(k) Plan (the “401(k) Plan”) entitled “Service” along with any other relevant provisions of the 401(k) Plan necessary or desirable to give full effect thereto, or any successor provisions, regardless of the status of the Optionee with respect to the 401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five (55) with ten (10) or more years of Vesting Service.

c.Definition of “Disability.” For purposes of this Agreement, the Optionee’s employment shall be deemed to have terminated due to the Optionee’s Disability if the Optionee is entitled to long-term disability benefits under the Company’s long-term disability plan or policy, as in effect on the date of termination of the Optionee’s employment.

5.Change in Control. Upon the occurrence of a Change in Control (including in the event the Optionee’s employment is terminated without Cause or by the Optionee for Good Reason upon or within twenty-four (24) months following consummation of a Change in Control), the Option shall be treated in accordance with Section 19 of the Plan.

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following with respect to the Optionee:
(a) the assignment to the Optionee of any duties inconsistent in any material respect with the Optionee’s position (including offices and reporting requirements), authority, duties or responsibilities, as in effect immediately prior to the occurrence of the Change in Control or the date of the Optionee’s termination of employment, whichever is greater, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Optionee;
(b) any failure by the Company to substantially comply with, or any reduction by the Company in, any of the material provisions of the Optionee’s compensation plans, programs, agreements or arrangements as in effect immediately prior to the Change in Control, including, without limitation, any material reduction in base salary, cash incentive compensation target bonus opportunity, equity compensation opportunity in the aggregate, or employee benefits and perquisites in the aggregate, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Optionee;
(c) the Company’s requiring the Optionee to be based at any office or location other than that in effect immediately prior to the Change in Control or any office or location not requiring the Optionee’s commute to increase by more than 35 miles from his or her commute immediately prior to the Change in Control;
(d) any purported termination by the Company of the Optionee’s employment other than (A) due to the death or Disability of the Optionee or (B) a termination of the Optionee’s employment by the Company for Cause; or
(e) any material failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to




assume the obligations of the Company under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Any termination by the Optionee for Good Reason shall be communicated by a written notice to the Company within a period not to exceed ninety (90) days of such Optionee’s knowledge of the condition. Such written notice (1) must indicate the specific termination provision in the Good Reason definition relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Optionee’s employment under the provision so indicated and (3) the Optionee's intended date of termination if the Company does not cure the issue (which date shall be not less than thirty (30) days after the giving of such notice). After receipt by the Company of such written notice, the Company shall have thirty (30) days during which it may remedy the condition and thereby cure the event or circumstance constituting “Good Reason”.

6.Transferability of Option. This Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution, and the Option shall be exercisable during the Optionee’s lifetime only by the Optionee or on his or her behalf by the Optionee’s guardian or legal representative.

7.Protection of Trade Secrets and Limitations on Exercise.

a.Definitions.

i.“Affiliated Company” means any organization controlling, controlled by or under common control with the Company.

ii.“Confidential Information” means the Company’s technical or business or personnel information not readily available to the public or generally known in the trade, including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Optionee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality.

iii.“Conflicting Product” means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development that (1) resembles or competes with a product, process, machine, or service upon or with which the Optionee shall have worked during the two years prior to the Optionee’s termination of employment with the Company or any Affiliated Company or (2) with respect to which during that period of time the Optionee, as a result of his/her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Optionee has knowledge of information to which s/he has been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

iv.“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing or selling of a Conflicting Product.

b.Right to Retain Shares Contingent on Protection of Confidential Information. In partial consideration for the award of this Option, the Optionee agrees that at all times, both during and after the term of the Optionee’s employment with the Company or any Affiliated Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (except for the benefit of the Company at the Company’s direction), regardless of when disclosed to the Optionee, any and all Confidential Information of the Company or any Affiliated Company. The Optionee understands that for purposes of this Section 7(b), Confidential Information further includes, but is not limited to, information pertaining to any aspect of the business of the Company or any Affiliated Company which is




either information not known (or known as a result of a wrongful act of the Optionee or of others who were under confidentiality obligations as to the item or items involved) by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company. If, prior to the expiration of the Option or at any time within one (1) year after the date of exercise of all or any portion of the Option, the Optionee discloses or uses, or threatens to disclose or use, any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the unexercised portion of the Option, whether vested or not, will be immediately forfeited and cancelled, and the Optionee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares.

c.No Interference with Customers or Suppliers. In partial consideration for the award of this Option, in order to forestall the disclosure or use of Confidential Information as well as to avoid the Optionee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Optionee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company and to promote fair competition, the Optionee agrees that the Optionee’s right to exercise this Option is contingent upon the Optionee refraining, prior to the expiration of the Option and for a period of one (1) year after the date of exercise, for himself/herself or any third party, directly or indirectly, from using Confidential Information to (1) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, or (2) intentionally solicit its customers with which it has a contractual relationship as to Conflicting Products, or interfere with the contractual relationship with any of its suppliers or customers (collectively, “Interfere”). If, during the term of the Option or at any time within one (1) year after the date of exercise of all or any portion of the Option, the Optionee breaches his/her obligation not to Interfere, the Optionee’s right to the Shares upon exercise of the Option shall not have been earned and the unexercised portion of the Option, whether vested or not, will be immediately cancelled, and the Optionee shall immediately return to the Company any Shares acquired upon exercise of the Option or the pre-tax income derived from any disposition of such Shares. For avoidance of doubt, the term “Interfere” shall not include any advertisement of Conflicting Products through the use of media intended to reach a broad public audience (such as television, cable or radio broadcasts, generalized online marketing, or newspapers or magazines) or the broad distribution of coupons through the use of direct mail or through independent retail outlets. THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD CHOOSE TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION PRIOR TO THE EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER EXERCISE.

d.No Solicitation of Employees. In partial consideration for the award of this Option, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Optionee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Optionee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Optionee agrees that the Optionee’s right to exercise this Option is contingent upon the Optionee refraining, prior to the expiration of the Option and for a period of one (1) year after the date of exercise, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Option or at any time within one (1) year after the date of exercise of all or any portion of the Option, the Optionee breaches his/her obligation not to Solicit, the Optionee’s right to the Shares upon exercise of the Option shall not have been earned and the unexercised portion of the Option, whether vested or not, will be immediately cancelled, and the Optionee shall immediately return to the Company any Shares acquired upon exercise of the Option or the pre-tax income derived from any disposition of such Shares. THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT




PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION PRIOR TO THE EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER EXERCISE.

e.Injunctive and Other Available Relief. By acceptance of this Option, the Optionee acknowledges that, if the Optionee were to breach or threaten to breach his/her obligation hereunder not to Interfere or Solicit or not to disclose or use any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the harm caused to the Company by such breach or threatened breach would be, by its nature, irreparable because, among other things, damages would be significant and the monetary harm that would ensue would not be able to be readily proven, and that the Company would be entitled to injunctive and other appropriate relief to prevent threatened or continued breach and to such other remedies as may be available at law or in equity. To the extent not prohibited by law, any cancellation of the Option pursuant to any of Sections 7(b) through 7(d) above shall not restrict, abridge or limit in any fashion the types and scope of injunctive and other available relief to the Company. Notwithstanding any provision of this Agreement to the contrary, nothing under this Agreement shall limit, abridge, modify or otherwise restrict the Company (or any Affiliated Company) from pursuing any or all legal, equitable or other appropriate remedies to which the Company may be entitled under any other agreement with the Optionee, any other plan, program, policy or arrangement of the Company (or any Affiliated Company) under which the Optionee is covered or participates, or any applicable law, all to the fullest extent not prohibited under applicable law.

f.Permitted Reporting and Disclosure. Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Optionee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance is Optionee authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s Chief Legal Officer. Any reporting or disclosure permitted under this Section 7(f) shall not result in the cancellation of Options. Optionee is entitled to certain immunities from liability under state and federal law for disclosing trade secrets if the disclosure was made to report or investigate an alleged violation of law, subject to certain conditions. Please see the Company’s Confidential Information Policy for further details.

8.Right to Retain Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of this Option in order to forestall the disclosure or use of Confidential Information, as well as to deter the Optionee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Optionee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Optionee agrees that the Optionee’s right to exercise this Option is contingent upon the Optionee refraining, prior to the expiration of the Option and for a period of one (1) year after the date of exercise, from rendering services, directly or indirectly, as director, officer, employee, agent, consultant or otherwise, to any Conflicting Organization except a Conflicting Organization whose business is diversified and that, as to that part of its business to which the Optionee renders services, is not a Conflicting Organization, provided that the Company shall receive separate written assurances satisfactory to the Company from the Optionee and the Conflicting Organization that the Optionee shall not render services during such period with respect to a Conflicting Product. If, prior to the expiration of the Option or at any time within one (1) year after the date of exercise of all or any portion of the Option, the Optionee shall render services to any Conflicting Organization other than as expressly permitted herein, the Optionee’s right to the Shares upon exercise of the Option shall not have been earned and the unexercised portion of the Option, whether vested or not, will be immediately cancelled, and the Optionee shall immediately return to the Company any Shares acquired upon exercise of the Option or the pre-tax income derived from any disposition




of such Shares. THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE OPTIONEE FROM RENDERING SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION OF THE UNEXERCISED PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF SHARES ISSUED UPON AN EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD CHOOSE TO RENDER SUCH SERVICES PRIOR TO THE EXPIRATION OF THE OPTION OR WITHIN ONE (1) YEAR AFTER EXERCISE.

9.Repayment Obligations.

Options under the Plan, including this Option and any outstanding Option granted prior to the date hereof, are subject to clawback in accordance with the terms of the Company’s Policy Regarding Clawback of Incentive Compensation, as amended from time to time, and pursuant to any other policy the Company may adopt from time to time as required by applicable law (collectively, the “Clawback Policy”), which Clawback Policy shall apply and be deemed incorporated herein to the extent applicable. To the extent that any portion of the Clawback Policy relating to recoupment in connection with a restatement of financial results to correct a material error is not applicable to the Option, and in the event that (1) the Company issues a significant restatement of financial results and (2) the Committee determines, in good faith, that the Optionee’s fraud or misconduct was a significant contributing factor to such restatement and (3) some or all of the Option that was granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Optionee shall immediately return to the Company the unexercised portion of the Option and any Shares or the pre-tax income derived from any disposition of the Shares previously received in upon exercise of the Option that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). Notwithstanding anything herein to the contrary, in no event shall the Repayment Obligation apply to any portion of the Option that vested more than four years prior to the date the applicable restatement is announced. The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Optionee. No recovery of any Option pursuant to the Clawback Policy or the Repayment Obligation shall be treated as an event giving rise to a Participant’s right to terminate employment for “good reason” or “constructive termination” (or any similar term) under any agreement with the Company. The Company’s rights contemplated in this Section 9 and/or pursuant to any recoupment or clawback policy (including the Clawback Policy and the Repayment Obligation) are not exclusive, and therefore the availability of such remedies are without prejudice to any and all other remedies available to the Company pursuant to applicable law or under any other contract or agreement.

10.Miscellaneous Provisions.

a.Rights as a Stockholder. Neither the Optionee nor the Optionee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Option until the Option has been exercised and Share certificates have been issued to the Optionee, transferee or representative, as the case may be.

b.Choice of Law, Exclusive Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The courts of the State of Delaware shall have exclusive jurisdiction over any disputes or other proceedings relating to this Agreement, and venue shall reside with the courts in New Castle County, Delaware, including if jurisdiction shall so permit, the U.S. District Court for the District of Delaware. Accordingly, the Optionee agrees that any claim of any type relating to this Agreement must be brought and maintained in the appropriate court located in New Castle County, Delaware, including if jurisdiction will so permit, in the U.S. District Court for the State of Delaware. The Optionee hereby consents to the jurisdiction over the Optionee of any such courts and waives all objections based on venue or inconvenient forum.





c.Modification or Amendment. This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement shall be made which would materially and adversely affect the rights of the Optionee, without such Optionee’s written consent.

d.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced to reflect the intent of the parties to the fullest extent not prohibited by law, and in the event that such provision is not able to be so construed and enforced, then this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included. In amplification of the preceding sentence, in the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall have the power to reduce the time period or scope to the maximum time period or scope permitted by law.

e.References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.

f.Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Option for construction or interpretation.

g.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Optionee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Optionee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the Optionee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Options set forth in this Agreement.

h.Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.

i.Agreement with Terms. Receipt of any benefits under this Agreement by the Optionee shall constitute the Optionee’s acceptance of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Agreement, and the Company shall administer this Agreement accordingly.





THE CLOROX COMPANY
                                
                            By:

    Its: Chief Executive Officer






THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS A UNILATERAL CONTRACT AND THAT THE OPTIONEE’S RIGHT TO THE SHARES PURSUANT TO THE OPTION HEREOF IS ACCEPTED AND EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) AND BY COMPLIANCE WITH THE OPTIONEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT. THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE OPTIONEE’S EMPLOYMENT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.


The Optionee acknowledges that a copy of the Plan and Plan Information are available for viewing on the Company’s internal HR website at https://team.clorox.com/sites/ClxWeb/hr/SitePages/Stock-Incentive-Plan.aspx, and the Company’s Annual Report and Proxy Statement (the “Prospectus Information”) are available for viewing on the Company’s website at https://investors.thecloroxcompany.com/investors/financial-information/sec-filings/default.aspx. The Optionee hereby consents to receive the Prospectus Information electronically or, in the alternative, to contact People@Clorox at 1-800-256-7693 to request a paper copy of the Prospectus Information. The Optionee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Optionee acknowledges and hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Dated:______________________________ Signed:___________________________________
                            Optionee


                



Exhibit 10.3
THE CLOROX COMPANY
2005 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(US Employees)

SUMMARY OF RESTRICTED STOCK UNIT AWARD
The Clorox Company, a Delaware company (the “Company”), grants to the Grantee named below, in accordance with the terms of The Clorox Company 2005 Stock Incentive Plan (the “Plan”) and this restricted stock unit award agreement (the “Agreement”), the following number of Restricted Stock Units (the “Units”), on the terms set forth below:

GRANTEE<<Participant ID>>
TOTAL RESTRICTED UNITS AWARDED<<Units Granted>>
GRANT ID<<<Grant ID>>>
DATE OF AWARD<<Grant Date>>
PERIOD OF RESTRICTION25% vests on each of October 5, 2025, 2026, 2027 and 2028, or the first trading day immediately preceding each such date if such date is not a trading day; provided, that an additional number of whole Units shall vest during any calendar year in which the Grantee is eligible under this Agreement to terminate employment or services due to Retirement in an amount sufficient to satisfy any applicable tax withholding amounts arising due to such Retirement eligibility (disregarding any fractional Unit).

TERMS OF AGREEMENT

1.Grant of Units. The Company hereby grants to the Grantee the Units set forth above, subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Units set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2.Nature and Settlement of Award. The Units represent an unfunded, unsecured promise by the Company to issue Shares. Units will become vested and be settled in Shares on a one Share for one Unit basis, rounded to the nearest whole Share, less any Shares withheld in accordance with the provisions of Section 4 of this Agreement. Settlement shall occur as soon as practicable after the Period of Restriction lapses as provided in the Summary of Restricted Stock Unit Award above, but in any event, within the period ending on the later to occur of the date that is 2 1/2 months from the end of (1) the Grantee’s tax year that includes the date of the lapse of the Period of Restriction, or (2) the Company’s tax year that includes the date of the lapse of the Period of Restriction (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (the “Settlement Date”). Although the Units shall be vested within the meaning of Section 83 of the Code since no substantial risk of forfeiture exists after the Period of Restriction lapses, the Units will not be earned until the Grantee has fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in Section 9(b), 9(c), 9(d), 9(e) and Section 10, and the Grantee shall have no right to retain the Shares or the value thereof upon vesting or settlement of the Units until all such conditions precedent have been satisfied.
    - 1 -


3.Dividend Equivalents. No Dividend Equivalents shall be paid to the Grantee prior to the lapse of the Period of Restriction. Rather, such Dividend Equivalent payments will accrue and be notionally credited to the Grantee’s RSU account and paid out in the form of additional Shares, rounded down to the nearest whole Share, after the lapse of the Period of Restriction, within the time period described in Section 2 above.

4.Taxes. Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares in settlement of Units upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

5.Termination of Employment or Service.

a.Except as otherwise provided in this Section 5 or Section 8, if the Grantee’s employment or service with the Company and its Subsidiaries is terminated for any reason, any Units for which the Period of Restriction has not lapsed before such termination of employment or service (the “Unvested Units”) and/or any Dividend Equivalents related thereto shall be forfeited. Notwithstanding the above, if the Grantee’s termination of employment or service is due to (i) Retirement and is more than 6 months from the date of award set forth in this Agreement, then the restrictions on the Units and all Dividend Equivalents related thereto shall continue to lapse in accordance with the Period of Restriction provided in the Summary of Restricted Stock Unit Award above, provided that the “Settlement Date” for such Units and Dividend Equivalents shall occur no later than December 31 of the calendar year in which the applicable Period of Restriction lapses or (ii) death or Disability, the Units shall become 100% vested and the Period of Restriction on the Units shall lapse and all Dividend Equivalents related thereto shall become immediately vested and payable as of such termination date.

b.Definition of “Disability.” For purposes of this Agreement, the Grantee’s employment shall be deemed to have terminated due to the Grantee’s Disability if the Grantee is entitled to long-term disability benefits under the Company’s long-term disability plan or policy, as in effect on the date of termination of the Grantee’s employment.

Definition of “Retirement.” For purposes of this Agreement, the Grantee’s employment or service shall be deemed to have terminated due to “Retirement” if the Grantee terminates employment or service as an Employee for any reason, including Disability (but other than for Cause) after (1) twenty (20) or more years of “vesting service,” which solely for purposes of this Agreement, shall be calculated under Article III of The Clorox Company 401(k) Plan (the “401(k) Plan”) entitled “Service” along with any other relevant provisions of the 401(k) Plan necessary or desirable to give full effect thereto, or any successor provisions, regardless of the status of the Grantee with respect to the 401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five (55) with ten (10) or more years of Vesting Service.
    
6.Authorization to Return Forfeited Units. The Grantee authorizes the Company or its designee to return to the Company all Units and related Dividend Equivalents and Shares subject thereto which are forfeited along with any cash or other property held with respect to or in substitution of such Units, related Dividend Equivalents and/or Shares. Any such action shall comply with all applicable provisions of this Agreement or the Plan.

7.Transferability of Units. Unless otherwise determined by the Committee, Units shall not be transferable by the Grantee other than by will or by the laws of descent or distribution. For avoidance of doubt, Shares issued to the Grantee in settlement of Units pursuant to Section 2 of this Agreement shall not be subject to any of the foregoing transferability restrictions.
    - 2 -


8.Change in Control. Upon the occurrence of a Change in Control (including in the event the Grantee’s employment is terminated without Cause or by the Grantee for Good Reason upon or within twenty-four (24) months following consummation of a Change in Control), the Units shall be treated in accordance with Section 19 of the Plan.

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following with respect to the Grantee:

(a) the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including offices and reporting requirements), authority, duties or responsibilities, as in effect immediately prior to the occurrence of the Change in Control or the date of the Grantee’s termination of employment, whichever is greater, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

(b) any failure by the Company to substantially comply with, or any reduction by the Company in, any of the material provisions of the Grantee’s compensation plans, programs, agreements or arrangements as in effect immediately prior to the Change in Control, including, without limitation, any material reduction in base salary, cash incentive compensation target bonus opportunity, equity compensation opportunity in the aggregate, or employee benefits and perquisites in the aggregate, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee;

(c) the Company’s requiring the Grantee to be based at any office or location other than that in effect immediately prior to the Change in Control or any office or location not requiring the Grantee’s commute to increase by more than 35 miles from his or her commute immediately prior to the Change in Control;

(d) any purported termination by the Company of the Grantee’s employment other than (A) due to the death or Disability of the Grantee or (B) a termination of the Grantee’s employment by the Company for Cause; or

(e) any material failure by the Company to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume the obligations of the Company under this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

Any termination by the Grantee for Good Reason shall be communicated by a written notice to the Company within a period not to exceed ninety (90) days of such Grantee’s knowledge of the condition. Such written notice (1) must indicate the specific termination provision in the Good Reason definition relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Grantee’s employment under the provision so indicated and (3) the Grantee's intended date of termination if the Company does not cure the issue (which date shall be not less than thirty (30) days after the giving of such notice). After receipt by the Company of such written notice, the Company shall have thirty (30) days during which it may remedy the condition and thereby cure the event or circumstance constituting “Good Reason”.

9.Protection of Trade Secrets and Limitations on Retention.

a.Definitions.

i.“Affiliated Company” means any organization controlling, controlled by or under common control with the Company.

    - 3 -

ii.“Confidential Information” means the Company’s technical or business or personnel information not readily available to the public or generally known in the trade, including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Grantee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality.

iii.“Conflicting Product” means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development that (1) resembles or competes with a product, process, machine, or service upon or with which the Grantee shall have worked during the two years prior to the Grantee’s termination of employment with the Company or any Affiliated Company or (2) with respect to which during that period of time the Grantee, as a result of his/her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Grantee has knowledge of information to which s/he has been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.

iv.“Conflicting Organization” means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing or selling of a Conflicting Product.

b.Right to Retain Units/Shares Contingent on Protection of Confidential Information. In partial consideration for the award of these Units, the Grantee agrees that at all times, both during and after the term of the Grantee’s employment with the Company or any Affiliated Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (except for the benefit of the Company at the Company’s direction), regardless of when disclosed to the Grantee, any and all Confidential Information of the Company or any Affiliated Company. The Grantee understands that for purposes of this Section 9(b), Confidential Information further includes, but is not limited to, information pertaining to any aspect of the business of the Company or any Affiliated Company which is either information not known (or known as a result of a wrongful act of the Grantee or of others who were under confidentiality obligations as to the item or items involved) by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company. If, prior to the expiration of the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee discloses or uses, or threatens to disclose or use, any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the Units, whether vested or not, will be immediately forfeited and cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares.

c.No Interference with Customers or Suppliers. In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the Settlement Date, for himself/herself or any third party, directly or indirectly, from using Confidential Information to (1) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, or (2) intentionally solicit its customers with which it has a contractual relationship as to Conflicting Products, or interfere with the contractual relationship with any of its suppliers or customers (collectively, “Interfere”). If, during the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Interfere, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income
    - 4 -

derived from any disposition of such Shares. For avoidance of doubt, the term “Interfere” shall not include any advertisement of Conflicting Products through the use of media intended to reach a broad public audience (such as television, cable or radio broadcasts, generalized online marketing, or newspapers or magazines) or the broad distribution of coupons through the use of direct mail or through independent retail outlets. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

d.No Solicitation of Employees. In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the Settlement Date, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee breaches his/her obligation not to Solicit, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE.

e.Injunctive and Other Available Relief. By acceptance of these Units and any Shares issued in settlement thereof, the Grantee acknowledges that, if the Grantee were to breach or threaten to breach his/her obligation hereunder not to Interfere or Solicit or not to disclose or use any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the harm caused to the Company by such breach or threatened breach would be, by its nature, irreparable because, among other things, damages would be significant and the monetary harm that would ensue would not be able to be readily proven, and that the Company would be entitled to injunctive and other appropriate relief to prevent threatened or continued breach and to such other remedies as may be available at law or in equity. To the extent not prohibited by law, any cancellation of the Units pursuant to any of Sections 9(b) through 9(d) above shall not restrict, abridge or otherwise limit in any fashion the types and scope of injunctive and other available relief to the Company. Notwithstanding any provision of this Agreement to the contrary, nothing under this Agreement shall limit, abridge, modify or otherwise restrict the Company (or any Affiliated Company) from pursuing any or all legal, equitable or other appropriate remedies to which the Company may be entitled under any other agreement with the Grantee, any other plan, program, policy or arrangement of the Company (or any Affiliated Company) under which the Grantee is covered or participates, or any applicable law, all to the fullest extent not prohibited under applicable law.

f.Permitted Reporting and Disclosure. Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and disclosures are consistent
    - 5 -

with applicable law. Notwithstanding the foregoing, under no circumstance is Grantee authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s Chief Legal Officer. Any reporting or disclosure permitted under this Section 9(f) shall not result in the cancellation of Shares. Grantee is entitled to certain immunities from liability under state and federal law for disclosing trade secrets if the disclosure was made to report or investigate an alleged violation of law, subject to certain conditions. Please see the Company’s Confidential Information Policy for further details.

10.Right to Retain Units/Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of these Units in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the Settlement Date, from rendering services, directly or indirectly, as director, officer, employee, agent, consultant or otherwise, to any Conflicting Organization except a Conflicting Organization whose business is diversified and that, as to that part of its business to which the Grantee renders services, is not a Conflicting Organization, provided that the Company shall receive separate written assurances satisfactory to the Company from the Grantee and the Conflicting Organization that the Grantee shall not render services during such period with respect to a Conflicting Product. If, prior to the expiration of the Period of Restriction or at any time within one (1) year after the Settlement Date, the Grantee shall render services to any Conflicting Organization other than as expressly permitted herein, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares. THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM RENDERING SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO RENDER SUCH SERVICES DURING THE PERIOD OF RESTRICTION OR WITHIN ONE YEAR AFTER THE SETTLEMENT DATE.

11.Repayment Obligations.

Awards under the Plan, including this Award and any outstanding Award granted prior to the date hereof, are subject to clawback in accordance with the terms of the Company’s Policy Regarding Clawback of Incentive Compensation, as amended from time to time, and pursuant to any other policy the Company may adopt from time to time as required by applicable law (collectively, the “Clawback Policy”), which Clawback Policy shall apply and be deemed incorporated herein to the extent applicable. To the extent that any portion of the Clawback Policy relating to recoupment in connection with a restatement of financial results to correct a material error is not applicable to the Award, and in the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Units that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company any Units or any Shares or the pre-tax income derived from any disposition of any Shares previously received in settlement of the Units that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee. No recovery of any Award pursuant to the Clawback Policy or the Repayment Obligation shall be treated as an event giving rise to a Participant’s right to terminate employment for “good reason” or “constructive termination” (or any similar term) under any agreement with the Company. The Company’s rights contemplated in this Section 11 and/or pursuant to any recoupment or clawback policy (including the Clawback Policy and the Repayment Obligation) are not exclusive, and therefore the availability
    - 6 -

of such remedies are without prejudice to any and all other remedies available to the Company pursuant to applicable law or under any other contract or agreement.

12.Miscellaneous Provisions.

a.Rights as a Stockholder. Neither the Grantee nor the Grantee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Award until the Units have been settled and Share certificates have been issued to the Grantee, transferee or representative, as the case may be.

b.Choice of Law, Exclusive Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The courts of the State of Delaware shall have exclusive jurisdiction over any disputes or other proceedings relating to this Agreement, and venue shall reside with the courts in New Castle County, Delaware, including if jurisdiction shall so permit, the U.S. District Court for the District of Delaware. Accordingly, the Grantee agrees that any claim of any type relating to this Agreement must be brought and maintained in the appropriate court located in New Castle County, Delaware, including if jurisdiction will so permit, in the U.S. District Court for the State of Delaware. The Grantee hereby consents to the jurisdiction over the Grantee of any such courts and waives all objections based on venue or inconvenient forum.

c.Modification or Amendment. This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement shall be made which would materially and adversely affect the rights of the Grantee, without such Grantee’s written consent.

d.Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced to reflect the intent of the parties to the fullest extent not prohibited by law, and in the event that such provision is not able to be so construed and enforced, then this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included. In amplification of the preceding sentence, in the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall have the power to reduce the time period or scope to the maximum time period or scope permitted by law.

e.References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.

f.Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation.

g.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Grantee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the Grantee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Units set forth in this Agreement.

h.Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision of the Plan or this Agreement that would cause this Award to fail
    - 7 -

to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.

Notwithstanding any provision of the Plan to the contrary, if the Grantee is a “specified employee” (as defined in Section 1.409A-1(i) of the Treasury Department Regulations) at the time of the Grantee’s “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Department Regulations and including a termination of employment or service on account of Disability that does not satisfy the definition of “disability” under Section 409A-3(i)(4) of the Treasury Department Regulations), and payments to the Grantee hereunder are not exempt from Section 409A as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Grantee’s separation from service shall be delayed until the earlier of the date which is six (6) months after the date of the Grantee’s separation from service or the date of death of the Grantee. Any payments that were scheduled to be paid during the six (6) month period following the Grantee’s separation from service, but which were delayed pursuant to this Section 12(h), shall be paid without interest on, or as soon as administratively practicable after, the first day following the six (6) month anniversary of the Grantee’s separation from service (or, if earlier, the date of the Grantee’s death). Any payments that were originally scheduled to be paid following the six (6) months after the Grantee’s separation from service shall continue to be paid in accordance with their predetermined schedule.

i.Agreement with Terms. Receipt of any benefits under this Agreement by the Grantee shall constitute the Grantee’s acceptance of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Agreement, and the Company shall administer this Agreement accordingly.

THE CLOROX COMPANY
                                
                            By:

    Its: Chief Executive Officer


THE GRANTEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS A UNILATERAL CONTRACT AND THAT THE GRANTEE’S RIGHT TO THE SHARES PURSUANT TO THIS AGREEMENT IS ACCEPTED AND EARNED ONLY BY CONTINUING EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER) AND BY COMPLIANCE WITH THE GRANTEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT. THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S EMPLOYMENT AT ANY TIME, FOR ANY REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

The Grantee acknowledges that a copy of the Plan and Plan Information are available for viewing on the Company’s internal HR website at https://team.clorox.com/sites/ClxWeb/hr/SitePages/Stock-Incentive-Plan.aspx, and the Company’s Annual Report and Proxy Statement (the “Prospectus Information”) are available for viewing on the Company’s website at https://investors.thecloroxcompany.com/investors/financial-information/sec-filings/default.aspx. The Grantee hereby consents to receive the Prospectus Information electronically, or, in the alternative, to contact People@Clorox at 1-800-256-7693 to request a paper copy of the Prospectus Information. The Grantee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Grantee acknowledges and hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or
    - 8 -

this Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated below.


Dated:______________________________ Signed:___________________________________
                            Grantee

                

    - 9 -
Exhibit 31.1
CERTIFICATION
I, Linda Rendle, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Clorox 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 and 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 the 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: October 30, 2024
 
/s/ Linda Rendle
Linda Rendle
Chair and Chief Executive Officer


Exhibit 31.2
CERTIFICATION
I, Kevin B. Jacobsen, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Clorox 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 and 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 the 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: October 30, 2024
 
/s/ Kevin B. Jacobsen
Kevin B. Jacobsen
Executive Vice President - Chief Financial Officer


Exhibit 32
CERTIFICATION

In connection with the periodic report of The Clorox Company (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), we, Linda Rendle, Chair and Chief Executive Officer of the Company, and Kevin B. Jacobsen, Executive Vice President - Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to our knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Date: October 30, 2024

/s/ Linda Rendle
Linda Rendle
Chair and Chief Executive Officer
 
 
/s/ Kevin B. Jacobsen
Kevin B. Jacobsen
Executive Vice President - Chief Financial Officer


v3.24.3
Cover Page - shares
 3 Months Ended
Sep. 30, 2024
Oct. 16, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 1-07151  
Entity Registrant Name THE CLOROX COMPANY  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 31-0595760  
Entity Address, Address Line One 1221 Broadway  
Entity Address, City or Town Oakland  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94612-1888  
City Area Code 510  
Local Phone Number 271-7000  
Title of 12(b) Security Common Stock - $1.00 par value  
Trading Symbol CLX  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   123,781,318
Entity Central Index Key 0000021076  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
v3.24.3
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited) - USD ($)
shares in Thousands, $ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]    
Net sales $ 1,762 $ 1,386
Cost of products sold 955 854
Gross profit 807 532
Selling and administrative expenses 281 276
Advertising costs 201 165
Research and development costs 31 29
Loss on divestiture 118 0
Interest expense 21 21
Other (income) expense, net (22) 12
Earnings before income taxes 177 29
Income tax expense 74 4
Net earnings 103 25
Less: Net earnings attributable to noncontrolling interests 4 3
Net earnings attributable to Clorox $ 99 $ 22
Net earnings per share attributable to Clorox    
Basic net earnings per share (in dollars per share) $ 0.80 $ 0.17
Diluted net earnings per share (in dollars per share) $ 0.80 $ 0.17
Weighted average shares outstanding (in thousands)    
Basic (in shares) 123,795 123,973
Diluted (in shares) 124,677 124,650
Comprehensive income $ 111 $ 24
Less: Total comprehensive income attributable to noncontrolling interests 4 3
Total comprehensive income attributable to Clorox $ 107 $ 21
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Current assets    
Cash and cash equivalents $ 278 $ 202
Receivables, net 595 695
Inventories, net 594 637
Prepaid expenses and other current assets 109 88
Total current assets 1,576 1,622
Property, plant and equipment, net of accumulated depreciation and amortization of $2,798 and $2,821, respectively 1,242 1,315
Operating lease right-of-use assets 341 360
Goodwill 1,233 1,228
Trademarks, net 503 538
Other intangible assets, net 78 143
Other assets 524 545
Total assets 5,497 5,751
Current liabilities    
Notes and loans payable 4 4
Current operating lease liabilities 83 84
Accounts payable and accrued liabilities 1,472 1,486
Income taxes payable 20 0
Total current liabilities 1,579 1,574
Long-term debt 2,482 2,481
Long-term operating lease liabilities 315 334
Other liabilities 874 848
Deferred income taxes 23 22
Total liabilities 5,273 5,259
Commitments and contingencies
Stockholders’ equity    
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding 0 0
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of September 30, 2024 and June 30, 2024; and 123,673,684 and 124,201,807 shares outstanding as of September 30, 2024 and June 30, 2024, respectively 131 131
Additional paid-in capital 1,297 1,288
Retained earnings 31 250
Treasury stock, at cost: 7,067,777 and 6,539,654 shares as of September 30, 2024 and June 30, 2024, respectively (1,252) (1,186)
Accumulated other comprehensive net (loss) income (147) (155)
Total Clorox stockholders’ equity 60 328
Noncontrolling interests 164 164
Total stockholders’ equity 224 492
Total liabilities and stockholders’ equity $ 5,497 $ 5,751
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Property, plant and equipment, accumulated depreciation and amortization $ 2,798 $ 2,821
Preferred stock, par value (in dollars per share) $ 1.00 $ 1.00
Preferred stock, shares authorized (in shares) 5,000,000 5,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 1.00 $ 1.00
Common stock, shares authorized (in shares) 750,000,000 750,000,000
Common stock, shares issued (in shares) 130,741,461 130,741,461
Common stock, shares outstanding (in shares) 123,673,684 124,201,807
Treasury stock (in shares) 7,067,777 6,539,654
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating activities:    
Net earnings $ 103 $ 25
Adjustments to reconcile net earnings to net cash provided by operations:    
Depreciation and amortization 54 61
Stock-based compensation 13 13
Deferred income taxes (1) (5)
Loss on divestiture 112 0
Other (5) 1
Changes in:    
Receivables, net 84 108
Inventories, net (6) (14)
Prepaid expenses and other current assets (38) (22)
Accounts payable and accrued liabilities (137) (138)
Operating lease right-of-use assets and liabilities, net 0 (1)
Income taxes payable / prepaid 42 (8)
Net cash provided by operations 221 20
Investing activities:    
Capital expenditures (39) (24)
Proceeds from divestiture, net of cash divested 128 0
Other 0 1
Net cash provided by (used for) investing activities 89 (23)
Financing activities:    
Notes and loans payable, net 0 298
Treasury stock purchased (107) 0
Cash dividends paid to Clorox stockholders (151) (149)
Issuance of common stock for employee stock plans and other 21 6
Net cash (used for) provided by financing activities (237) 155
Effect of exchange rate changes on cash, cash equivalents and restricted cash 2 0
Net increase (decrease) in cash, cash equivalents and restricted cash 75 152
Cash, cash equivalents and restricted cash:    
Beginning of period 207 368
End of period $ 282 $ 520
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2024 and 2023, in the opinion of management, reflect all normal and recurring adjustments considered necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Percentage and basis point calculations are based on rounded numbers, except for per share data and the effective tax rate.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2024, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and will be effective for the annual period beginning July 1, 2024, and interim periods beginning July 1, 2025. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the standard as of July 1, 2023, except for the rollforward information which will be effective for the fiscal year ended June 30, 2025. The adoption relates to disclosures only and does not have an impact on the condensed consolidated financial statements, results of operations or cash flows.
v3.24.3
DIVESTITURES
 3 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
DIVESTITURES DIVESTITURES
Divestiture of Better Health Vitamins, Minerals and Supplements (VMS) Business
On September 10, 2024, the Company completed the divestiture of its Better Health VMS business in its entirety to an affiliate of Piping Rock Health Products, LLC. The divested business includes the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. The transaction reflects the Company’s commitment to continue evolving its portfolio to reduce volatility and accelerate sales growth, as well as structurally improve its margin, in service of driving more consistent and profitable growth over time. The transaction was executed pursuant to a purchase agreement. As a result of the transaction, the Company recorded an after tax loss of $118 during the three months ended September 30, 2024.
The major classes of assets and liabilities of the Better Health VMS business divested as of September 10, 2024 were as follows:
Divestiture
Working capital, net$41 
Property, plant and equipment, net59 
Trademarks, net
37 
Other intangible assets, net
58 
Other assets (1)
45 
Other liabilities(1)
Net assets divested$239 
(1) Includes net deferred tax assets of $45
The following table presents Net sales of the Better Health VMS business, which includes the financial results up to September 10, 2024, the date of sale:
Three months ended
9/30/20249/30/2023
Net sales
$38 $58 
The divestiture of the Company’s Better Health VMS business does not meet the criteria to be reported as discontinued operations in the condensed consolidated financial statements as the Company’s decision to divest this business did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.
Divestiture of Argentina Business
On March 20, 2024, the Company completed the divestiture of its Argentina business. Net sales of the Argentina business for the three months ended September 30, 2023 were $33. Refer to Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for further information related to the Argentina business divestiture.
v3.24.3
AUGUST 2023 CYBERATTACK
 3 Months Ended
Sep. 30, 2024
Unusual or Infrequent Items, or Both [Abstract]  
AUGUST 2023 CYBERATTACK AUGUST 2023 CYBERATTACK
On Monday, August 14, 2023, the Company identified unauthorized activity on some of its Information Technology (IT) systems and immediately began taking steps to stop and remediate the activity. The Company took certain systems offline, engaged third-party cybersecurity experts and implemented its business continuity plans. However, the incident resulted in wide-scale disruptions to the Company’s business operations. The impacts of these system disruptions resulted in a negative impact on net sales and earnings. The Company experienced lessening operational impacts in the second quarter of fiscal year 2024 and has since returned to normalized operations.
The Company recorded insurance recoveries of $10 in the three months ended September 30, 2024 and incurred incremental expenses of approximately $24 in the three months ended September 30, 2023, as a result of the cyberattack. The following table summarizes the recognition of (insurance recoveries) and costs in the condensed consolidated statements of earnings and comprehensive income:
Three months ended
9/30/20249/30/2023
Costs of products sold
$(1)$11 
Selling and administrative expenses— 13 
Other (income) expense, net
(9)— 
Total$(10)$24 
The costs incurred relate primarily to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company’s business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods. Insurance recoveries are classified consistent with the expenses to which they relate. Business interruption and other insurance recoveries that do not correspond directly to previously incurred expenses are recognized in Other (income) expense, net.
v3.24.3
SUPPLY CHAIN FINANCING PROGRAM
 3 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
SUPPLY CHAIN FINANCING PROGRAM SUPPLY CHAIN FINANCING PROGRAM
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. The SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior to the payment terms between the Company and the supplier by selling the Company’s payables to the financial institution. Participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company’s payment obligations are not impacted by a supplier’s participation in the program and as such, the SCF program has no direct impact on the Company’s balance sheets or liquidity. The Company has not pledged any assets as security or provided guarantees under the SCF program.
All outstanding amounts related to suppliers participating in the SCF program are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets and the associated payments are included in operating activities within the condensed consolidated statements of cash flows. As of September 30, 2024 and June 30, 2024, the amount due to suppliers participating in the SCF program and included in Accounts payable and accrued liabilities was $219 and $205, respectively.
v3.24.3
RESTRUCTURING AND RELATED COSTS
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING AND RELATED COSTS RESTRUCTURING AND RELATED COSTS
Beginning in the first quarter of fiscal year 2023, the Company recognized costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The implementation of this new model was completed in fiscal year 2024 and is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster.
The total restructuring and related implementation costs, net associated with the Company’s streamlined operating model plan are reflected in the condensed consolidated statements of earnings and comprehensive income. Restructuring and related implementation costs for the three months ended September 30, 2023 were $0.
The following table reconciles the accrual for the streamlined operating model’s restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets:
Employee-Related CostsOtherTotal
Accrual Balance as of June 30, 2024
$8 $11 $19 
Cash payments(6)(11)(17)
Accrual Balance as of September 30, 2024$2 $— $2 
The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.
v3.24.3
INVENTORIES, NET
 3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
INVENTORIES, NET INVENTORIES, NET
Inventories, net consisted of the following as of:
9/30/20246/30/2024
Finished goods$518 $556 
Raw materials and packaging148 172 
Work in process12 9 
LIFO allowances(84)(98)
Total inventories, net$594 $639 
Less: Non-current inventories, net (1)
— 2 
Total current inventories, net$594 $637 
(1)Non-current inventories, net are recorded in Other assets.
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
 3 Months Ended
Sep. 30, 2024
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Risk Management and Derivative Instruments
The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.
Commodity Price Risk Management
The Company may use commodity futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than 2 years. Commodity purchase and options contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.
The notional amounts of outstanding commodity derivatives, which related primarily to exposures in soybean oil used for the food business and jet fuel used for the grilling business, were $33 and $38 as of September 30, 2024 and June 30, 2024, respectively.
Foreign Currency Risk Management
The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have original contractual maturities of less than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.
The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $48 and $29 as of September 30, 2024 and June 30, 2024, respectively.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have original contractual maturities of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The Company held no interest rate contracts as of both September 30, 2024 and June 30, 2024.
Commodity, Foreign Exchange and Interest Rate Derivatives
The Company designates its commodity forward, futures and options contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory and interest rate contracts for forecasted interest payments as cash flow hedges.
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings (losses) were as follows:
Gains (losses) recognized in Other comprehensive (loss) income
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contracts$(3)$(1)
Foreign exchange derivative contracts(1)1 
Total$(4)$— 

Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earningsGains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contractsCost of products sold$(1)$(2)
Foreign exchange derivative contractsCost of products sold— — 
Interest rate derivative contractsInterest expense3 3 
Total$2 $1 
The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of September 30, 2024 that is expected to be reclassified into Net earnings within the next twelve months is $6.
Counterparty Risk Management and Derivative Contract Requirements
The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions, $2 and $0 contained such terms as of September 30, 2024 and June 30, 2024, respectively. As of both September 30, 2024 and June 30, 2024, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.
Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the Company’s credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both September 30, 2024 and June 30, 2024, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor’s and Moody’s.
Certain of the Company’s exchange traded futures and options contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of September 30, 2024 and June 30, 2024, the Company maintained cash margin balances related to exchange traded futures and options contracts of $3 and $3, respectively, which are classified as Prepaid expenses and other current assets on the condensed consolidated balance sheets.
Trust Assets
The Company holds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance
with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the condensed consolidated statements of earnings and comprehensive income. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
As of both September 30, 2024 and June 30, 2024, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
All of the Company’s derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company’s derivative instruments:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Commodity purchase swaps contractsPrepaid expenses and other current assets2$— $— $1 $1 
 $— $— $1 $1 
Liabilities
Commodity purchase futures contractsAccounts payable and accrued liabilities1$2 $2 $2 $2 
Commodity purchase swaps contractsAccounts payable and accrued liabilities21 1 — — 
Foreign exchange forward contractAccounts payable and accrued liabilities21 1 — — 
$4 $4 $2 $2 
The following table provides information about the balance sheet classification and the fair values of the Company’s other assets and liabilities for which disclosure of fair value is required:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Interest-bearing investments, including money market funds
Cash and cash
equivalents (1)
1$154 $154 $95 $95 
Time deposits
Cash and cash
equivalents (1)
29 9 9 9 
Trust assets for nonqualified deferred compensation plansOther assets1170 170 154 154 
 $333 $333 $258 $258 
Liabilities
Notes and loans payable
Notes and loans payable (2)
2$4 $4 $4 $4 
Long-term debt
Long-term debt (3)
22,482 2,433 2,481 2,341 
$2,486 $2,437 $2,485 $2,345 
(1)Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(2)Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(3)Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
v3.24.3
INCOME TAXES
 3 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings was 41.8% and 14.6% for the three months ended September 30, 2024 and 2023, respectively. The higher tax rate in the current period compared to the prior period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business in the current period and the impact of relief provided by the Internal Revenue Service relating to U.S. foreign tax credit regulations in the prior period.
Income taxes paid, net of refunds, were $32 and $16 for the three months ended September 30, 2024 and 2023, respectively. The lower payments in the prior period were primarily driven by income tax payments for fiscal year 2023 that were deferred as a result of tax relief provided by the IRS due to winter storms in California.
v3.24.3
NET EARNINGS PER SHARE (EPS)
 3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
NET EARNINGS PER SHARE (EPS) NET EARNINGS PER SHARE (EPS)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:
Three months ended
9/30/20249/30/2023
Basic123,795123,973
Dilutive effect of stock options and other882677
Diluted124,677124,650
Antidilutive stock options and other2,9372,220 
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.
v3.24.3
COMPREHENSIVE INCOME
 3 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
COMPREHENSIVE INCOME COMPREHENSIVE INCOME
The following table provides a summary of Comprehensive income for the periods indicated:
Three months ended
9/30/20249/30/2023
Net earnings
$103 $25 
Other comprehensive income, net of tax:
Foreign currency translation adjustments14 (11)
Net unrealized gains (losses) on derivatives(6)(1)
Pension and postretirement benefit adjustments— 11 
Total other comprehensive (loss) income, net of tax8 (1)
Comprehensive income
111 24 
Less: Total comprehensive income attributable to noncontrolling interests4 3 
Total comprehensive income attributable to Clorox
$107 $21 
v3.24.3
STOCKHOLDERS' EQUITY
 3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Changes in the components of Stockholders’ equity were as follows for the periods indicated:
Three months ended September 30
(Dollars in millions except per share data; shares in thousands)
Common stockAdditional paid-in capitalRetained earningsTreasury stockAccumulated
other
comprehensive
net (loss) income		Noncontrolling interestsTotal stockholders’ equity
AmountShares AmountShares
Balance as of June 30, 2023$131 130,741 $1,245 $583 $(1,246)(6,921)$(493)$168 $388 
Net earnings— — — 22 — — — 3 25 
Other comprehensive (loss) income— — — — — — (1)— (1)
Dividends to Clorox stockholders ($2.40 per share declared)
— — — (300)— — — — (300)
Dividends to noncontrolling interests— — — — — — — (3)(3)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (12)(6)27 181 — — 9 
Balance as of September 30, 2023$131 130,741 $1,246 $299 $(1,219)(6,740)$(494)$168 $131 
Balance as of June 30, 2024$131 130,741 $1,288 $250 $(1,186)(6,540)$(155)$164 $492 
Net earnings— — — 99 — — — 4 103 
Other comprehensive (loss) income— — — — — — 8 — 8 
Dividends to Clorox stockholders ($2.44 per share declared)
— — — (305)— — — — (305)
Dividends to noncontrolling interests— — — — — — — (4)(4)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (4)(13)41 261 — — 24 
Treasury stock purchased— — — — (107)(789)— — (107)
Balance as of September 30, 2024$131 130,741 $1,297 $31 $(1,252)(7,068)$(147)$164 $224 
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:
Three months ended September 30
Foreign currency translation adjustmentsNet unrealized gains (losses) on derivativesPension and postretirement benefit adjustmentsAccumulated other comprehensive net (loss) income
Balance as of June 30, 2023$(445)$99 $(147)$(493)
Other comprehensive (loss) income before reclassifications(11)— 11 — 
Amounts reclassified from Accumulated other comprehensive net (loss) income— (1)3 2 
Income tax benefit (expense)— — (3)(3)
Net current period other comprehensive (loss) income(11)(1)11 (1)
Balance as of September 30, 2023$(456)$98 $(136)$(494)
Balance as of June 30, 2024$(239)$85 $(1)$(155)
Other comprehensive (loss) income before reclassifications14 (4)— 10 
Amounts reclassified from Accumulated other comprehensive net (loss) income
— (2)— (2)
Income tax benefit (expense), and other— — — — 
Net current period other comprehensive (loss) income14 (6)— 8 
Balance as of September 30, 2024$(225)$79 $(1)$(147)
v3.24.3
EMPLOYEE BENEFIT PLANS
 3 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
In the second quarter of fiscal year 2024, the Company settled plan benefits of its domestic qualified pension plan (the Plan) and recorded a one-time noncash charge, net of curtailment gain, of $171 before taxes ($130 after tax) in the Company’s condensed consolidated statement of earnings and comprehensive income.
The Company continues to maintain various other retirement income plans for eligible domestic and international employees.
The following table summarizes the components of net periodic benefit cost for the Company’s remaining retirement income plans:
Three months ended
9/30/20249/30/2023
Interest cost$1 $5 
Expected return on plan assets (1)
— (3)
Amortization of unrecognized items— 2 
Settlement loss
— 1 
Total$1 $5 
(1)The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2025 net periodic benefit cost is 5.8%.
The net periodic benefit cost (credit) for the Company’s retirement health care plans was $0 for both the three months ended September 30, 2024 and 2023.
During both the three months ended September 30, 2024 and 2023, the Company made $2 in contributions to its domestic retirement income plans.
Service cost component of the net periodic benefit cost, if any, is reflected in employee benefit costs. All other components are reflected in Other (income) expense, net.
v3.24.3
OTHER CONTINGENCIES AND GUARANTEES
 3 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
OTHER CONTINGENCIES AND GUARANTEES OTHER CONTINGENCIES AND GUARANTEES
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company recorded liabilities totaling $28 as of both September 30, 2024 and June 30, 2024 for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $12 of the recorded liability as of both September 30, 2024 and June 30, 2024, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing groundwater at the site and included estimates of the related costs. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.
Another matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and severally liable, accounted for $10 of the recorded liability as of both September 30, 2024 and June 30, 2024. This amount reflects the Company’s agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.
The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies. From time to time, the Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company has provided certain indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned guarantees as of both September 30, 2024 and June 30, 2024.
The Company was a party to letters of credit of $18 as of September 30, 2024, primarily related to its insurance carriers, of which $0 had been drawn upon.
v3.24.3
SEGMENT RESULTS
 3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
SEGMENT RESULTS SEGMENT RESULTS
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other.
Corporate and Other includes certain non-allocated administrative costs and various other non-operating income and expenses. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes. Corporate and Other includes the results and the VMS business through the date of divestiture of September 10, 2024.
The principle measure of segment profitability used by management is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental charges and insurance recoveries relating to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).
The tables below present reportable segment information and a reconciliation of the segment information to the Company’s consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate and Other.
Net sales
Three months ended
9/30/20249/30/2023
Health and Wellness$698 $504 
Household447 325 
Lifestyle320 229 
International259 270 
Reportable segment total
$1,724 $1,328 
Corporate and Other38 58 
Total$1,762 $1,386 
Segment adjusted EBIT
Three months ended
9/30/20249/30/2023
Health and Wellness$235 $104 
Household60 (4)
Lifestyle66 19 
International35 34 
Reportable segment total
$396 $153 
Corporate and Other(64)(62)
Total$332 $91 
Interest income3 10 
Interest expense(21)(21)
Loss on divestiture (1)
(118)— 
Cyberattack costs, net of insurance recoveries (2)
10 (24)
Digital capabilities and productivity enhancements investment (3)
(29)(27)
Earnings before income taxes
$177 $29 
(1)Represents loss on divestiture of the VMS business corresponding to Corporate and Other. See Note 2 for additional details related to the divestiture.
(2)Represents insurance recoveries of $10 in the three months ended September 30, 2024 and incurred incremental expenses of approximately $24 in the three months ended September 30, 2023 as a result of the cyberattack. See Note 3 for additional details relating to the August 2023 cyberattack. For informational purposes, the following table provides the approximate cyberattack costs and insurance recoveries corresponding to the Company’s reportable segments as a percentage of the total:
Three months ended
9/30/20249/30/2023
Health and Wellness— %22 %
Household— 11 
Lifestyle— 14 
International— 1 
Corporate and Other100 52 
Total100 %100 %
(3)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.
Net sales to the Company’s largest customer, Walmart Inc. and its affiliates, as a percentage of consolidated net sales, were 26% and 27% for the three months ended September 30, 2024 and 2023, respectively.
The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the periods indicated:
Net sales
Three months ended
9/30/20249/30/2023
Cleaning34 %32 %
Professional Products6 4 
Health and Wellness40 %36 %
Bags and Wraps11 11 
Cat Litter9 8 
Grilling5 5 
Household25 %24 %
Food10 9 
Water Filtration5 5 
Natural Personal Care3 3 
Lifestyle18 %17 %
International15 %19 %
Corporate and Other2 %4 %
Total100 %100 %
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 99 $ 22
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2024 and 2023, in the opinion of management, reflect all normal and recurring adjustments considered necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Percentage and basis point calculations are based on rounded numbers, except for per share data and the effective tax rate.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2024, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
Recently Issued Accounting Standards
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and will be effective for the annual period beginning July 1, 2024, and interim periods beginning July 1, 2025. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the standard as of July 1, 2023, except for the rollforward information which will be effective for the fiscal year ended June 30, 2025. The adoption relates to disclosures only and does not have an impact on the condensed consolidated financial statements, results of operations or cash flows.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
As of both September 30, 2024 and June 30, 2024, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
Segment Results
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other.
Corporate and Other includes certain non-allocated administrative costs and various other non-operating income and expenses. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes. Corporate and Other includes the results and the VMS business through the date of divestiture of September 10, 2024.
The principle measure of segment profitability used by management is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental charges and insurance recoveries relating to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).
v3.24.3
DIVESTITURES (Tables)
 3 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Major Classes of Assets and Liabilities Divested and Net Sales of Divested Business
The major classes of assets and liabilities of the Better Health VMS business divested as of September 10, 2024 were as follows:
Divestiture
Working capital, net$41 
Property, plant and equipment, net59 
Trademarks, net
37 
Other intangible assets, net
58 
Other assets (1)
45 
Other liabilities(1)
Net assets divested$239 
(1) Includes net deferred tax assets of $45
The following table presents Net sales of the Better Health VMS business, which includes the financial results up to September 10, 2024, the date of sale:
Three months ended
9/30/20249/30/2023
Net sales
$38 $58 
v3.24.3
AUGUST 2023 CYBERATTACK (Tables)
 3 Months Ended
Sep. 30, 2024
Unusual or Infrequent Items, or Both [Abstract]  
Schedule of Costs Recognized from Cyberattack The following table summarizes the recognition of (insurance recoveries) and costs in the condensed consolidated statements of earnings and comprehensive income:
Three months ended
9/30/20249/30/2023
Costs of products sold
$(1)$11 
Selling and administrative expenses— 13 
Other (income) expense, net
(9)— 
Total$(10)$24 
v3.24.3
RESTRUCTURING AND RELATED COSTS (Tables)
 3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Implementation Costs
The following table reconciles the accrual for the streamlined operating model’s restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets:
Employee-Related CostsOtherTotal
Accrual Balance as of June 30, 2024
$8 $11 $19 
Cash payments(6)(11)(17)
Accrual Balance as of September 30, 2024$2 $— $2 
v3.24.3
INVENTORIES, NET (Tables)
 3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventories, Net
Inventories, net consisted of the following as of:
9/30/20246/30/2024
Finished goods$518 $556 
Raw materials and packaging148 172 
Work in process12 9 
LIFO allowances(84)(98)
Total inventories, net$594 $639 
Less: Non-current inventories, net (1)
— 2 
Total current inventories, net$594 $637 
(1)Non-current inventories, net are recorded in Other assets.
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
 3 Months Ended
Sep. 30, 2024
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract]  
Schedule of Effects of Derivative Instruments Designated as Hedging Instruments on OCI
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings (losses) were as follows:
Gains (losses) recognized in Other comprehensive (loss) income
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contracts$(3)$(1)
Foreign exchange derivative contracts(1)1 
Total$(4)$— 
Schedule of Effects of Derivative Instruments Designated as Hedging Instruments on Net Earnings
Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earningsGains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
Three months ended
9/30/20249/30/2023
Commodity purchase derivative contractsCost of products sold$(1)$(2)
Foreign exchange derivative contractsCost of products sold— — 
Interest rate derivative contractsInterest expense3 3 
Total$2 $1 
Schedule of Assets and Liabilities for Fair Value of Derivative Instruments and Fair Value Disclosure The following table provides information about the balance sheet classification and the fair values of the Company’s derivative instruments:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Commodity purchase swaps contractsPrepaid expenses and other current assets2$— $— $1 $1 
 $— $— $1 $1 
Liabilities
Commodity purchase futures contractsAccounts payable and accrued liabilities1$2 $2 $2 $2 
Commodity purchase swaps contractsAccounts payable and accrued liabilities21 1 — — 
Foreign exchange forward contractAccounts payable and accrued liabilities21 1 — — 
$4 $4 $2 $2 
The following table provides information about the balance sheet classification and the fair values of the Company’s other assets and liabilities for which disclosure of fair value is required:
 9/30/20246/30/2024
Balance sheet
classification		Fair value
hierarchy
level		Carrying
Amount		Estimated
Fair
Value		Carrying
Amount		Estimated
Fair
Value
Assets
Interest-bearing investments, including money market funds
Cash and cash
equivalents (1)
1$154 $154 $95 $95 
Time deposits
Cash and cash
equivalents (1)
29 9 9 9 
Trust assets for nonqualified deferred compensation plansOther assets1170 170 154 154 
 $333 $333 $258 $258 
Liabilities
Notes and loans payable
Notes and loans payable (2)
2$4 $4 $4 $4 
Long-term debt
Long-term debt (3)
22,482 2,433 2,481 2,341 
$2,486 $2,437 $2,485 $2,345 
(1)Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(2)Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(3)Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
v3.24.3
NET EARNINGS PER SHARE (EPS) (Tables)
 3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Weighted Average Number of Shares Outstanding and Antidilutive Shares
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:
Three months ended
9/30/20249/30/2023
Basic123,795123,973
Dilutive effect of stock options and other882677
Diluted124,677124,650
Antidilutive stock options and other2,9372,220 
v3.24.3
COMPREHENSIVE INCOME (Tables)
 3 Months Ended
Sep. 30, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Comprehensive Income
The following table provides a summary of Comprehensive income for the periods indicated:
Three months ended
9/30/20249/30/2023
Net earnings
$103 $25 
Other comprehensive income, net of tax:
Foreign currency translation adjustments14 (11)
Net unrealized gains (losses) on derivatives(6)(1)
Pension and postretirement benefit adjustments— 11 
Total other comprehensive (loss) income, net of tax8 (1)
Comprehensive income
111 24 
Less: Total comprehensive income attributable to noncontrolling interests4 3 
Total comprehensive income attributable to Clorox
$107 $21 
v3.24.3
STOCKHOLDERS' EQUITY (Tables)
 3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Changes in Components of Stockholders’ Equity
Changes in the components of Stockholders’ equity were as follows for the periods indicated:
Three months ended September 30
(Dollars in millions except per share data; shares in thousands)
Common stockAdditional paid-in capitalRetained earningsTreasury stockAccumulated
other
comprehensive
net (loss) income		Noncontrolling interestsTotal stockholders’ equity
AmountShares AmountShares
Balance as of June 30, 2023$131 130,741 $1,245 $583 $(1,246)(6,921)$(493)$168 $388 
Net earnings— — — 22 — — — 3 25 
Other comprehensive (loss) income— — — — — — (1)— (1)
Dividends to Clorox stockholders ($2.40 per share declared)
— — — (300)— — — — (300)
Dividends to noncontrolling interests— — — — — — — (3)(3)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (12)(6)27 181 — — 9 
Balance as of September 30, 2023$131 130,741 $1,246 $299 $(1,219)(6,740)$(494)$168 $131 
Balance as of June 30, 2024$131 130,741 $1,288 $250 $(1,186)(6,540)$(155)$164 $492 
Net earnings— — — 99 — — — 4 103 
Other comprehensive (loss) income— — — — — — 8 — 8 
Dividends to Clorox stockholders ($2.44 per share declared)
— — — (305)— — — — (305)
Dividends to noncontrolling interests— — — — — — — (4)(4)
Stock-based compensation— — 13 — — — — — 13 
Other employee stock plan activities— — (4)(13)41 261 — — 24 
Treasury stock purchased— — — — (107)(789)— — (107)
Balance as of September 30, 2024$131 130,741 $1,297 $31 $(1,252)(7,068)$(147)$164 $224 
Schedule of Changes in Accumulated Other Comprehensive Net (Loss) Income
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:
Three months ended September 30
Foreign currency translation adjustmentsNet unrealized gains (losses) on derivativesPension and postretirement benefit adjustmentsAccumulated other comprehensive net (loss) income
Balance as of June 30, 2023$(445)$99 $(147)$(493)
Other comprehensive (loss) income before reclassifications(11)— 11 — 
Amounts reclassified from Accumulated other comprehensive net (loss) income— (1)3 2 
Income tax benefit (expense)— — (3)(3)
Net current period other comprehensive (loss) income(11)(1)11 (1)
Balance as of September 30, 2023$(456)$98 $(136)$(494)
Balance as of June 30, 2024$(239)$85 $(1)$(155)
Other comprehensive (loss) income before reclassifications14 (4)— 10 
Amounts reclassified from Accumulated other comprehensive net (loss) income
— (2)— (2)
Income tax benefit (expense), and other— — — — 
Net current period other comprehensive (loss) income14 (6)— 8 
Balance as of September 30, 2024$(225)$79 $(1)$(147)
v3.24.3
EMPLOYEE BENEFIT PLANS (Tables)
 3 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Components of Net Periodic Benefit Cost
The following table summarizes the components of net periodic benefit cost for the Company’s remaining retirement income plans:
Three months ended
9/30/20249/30/2023
Interest cost$1 $5 
Expected return on plan assets (1)
— (3)
Amortization of unrecognized items— 2 
Settlement loss
— 1 
Total$1 $5 
(1)The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2025 net periodic benefit cost is 5.8%.
v3.24.3
SEGMENT RESULTS (Tables)
 3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Reportable Segment Information
The tables below present reportable segment information and a reconciliation of the segment information to the Company’s consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate and Other.
Net sales
Three months ended
9/30/20249/30/2023
Health and Wellness$698 $504 
Household447 325 
Lifestyle320 229 
International259 270 
Reportable segment total
$1,724 $1,328 
Corporate and Other38 58 
Total$1,762 $1,386 
Segment adjusted EBIT
Three months ended
9/30/20249/30/2023
Health and Wellness$235 $104 
Household60 (4)
Lifestyle66 19 
International35 34 
Reportable segment total
$396 $153 
Corporate and Other(64)(62)
Total$332 $91 
Interest income3 10 
Interest expense(21)(21)
Loss on divestiture (1)
(118)— 
Cyberattack costs, net of insurance recoveries (2)
10 (24)
Digital capabilities and productivity enhancements investment (3)
(29)(27)
Earnings before income taxes
$177 $29 
(1)Represents loss on divestiture of the VMS business corresponding to Corporate and Other. See Note 2 for additional details related to the divestiture.
(2)Represents insurance recoveries of $10 in the three months ended September 30, 2024 and incurred incremental expenses of approximately $24 in the three months ended September 30, 2023 as a result of the cyberattack. See Note 3 for additional details relating to the August 2023 cyberattack. For informational purposes, the following table provides the approximate cyberattack costs and insurance recoveries corresponding to the Company’s reportable segments as a percentage of the total:
Three months ended
9/30/20249/30/2023
Health and Wellness— %22 %
Household— 11 
Lifestyle— 14 
International— 1 
Corporate and Other100 52 
Total100 %100 %
(3)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
Schedule of Net Sales Percentages
The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the periods indicated:
Net sales
Three months ended
9/30/20249/30/2023
Cleaning34 %32 %
Professional Products6 4 
Health and Wellness40 %36 %
Bags and Wraps11 11 
Cat Litter9 8 
Grilling5 5 
Household25 %24 %
Food10 9 
Water Filtration5 5 
Natural Personal Care3 3 
Lifestyle18 %17 %
International15 %19 %
Corporate and Other2 %4 %
Total100 %100 %
v3.24.3
DIVESTITURES - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Loss on divestiture $ 118 $ 0
Vitamins, Minerals and Supplements Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Loss on divestiture 118  
Net sales $ 38 58
Argentina Business | Disposal Group, Disposed of by Sale, Not Discontinued Operations    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net sales   $ 33
v3.24.3
DIVESTITURES - Schedule of Major Classes of Assets and Liabilities Divested (Details) - Vitamins, Minerals and Supplements Business - Disposal Group, Disposed of by Sale, Not Discontinued Operations
$ in Millions
Sep. 30, 2024
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Working capital, net $ 41
Property, plant and equipment, net 59
Trademarks, net 37
Other intangible assets, net 58
Other assets 45
Other liabilities (1)
Net assets divested 239
Deferred tax assets $ 45
v3.24.3
DIVESTITURES - Schedule of Net Sales of Divested Business (Details) - Disposal Group, Disposed of by Sale, Not Discontinued Operations - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Vitamins, Minerals and Supplements Business    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net sales $ 38 $ 58
Argentina Business    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Net sales   $ 33
v3.24.3
AUGUST 2023 CYBERATTACK - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Unusual or Infrequent Item, or Both [Line Items]    
Incremental expenses, net of insurance recoveries $ (10) $ 24
August 2023 Cyberattack    
Unusual or Infrequent Item, or Both [Line Items]    
Insurance proceeds 10  
Incremental expenses, net of insurance recoveries $ (10) $ 24
v3.24.3
AUGUST 2023 CYBERATTACK - Schedule of Costs Recognized from Cyberattack (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Unusual or Infrequent Item, or Both [Line Items]    
Total $ (10) $ 24
August 2023 Cyberattack    
Unusual or Infrequent Item, or Both [Line Items]    
Total (10) 24
August 2023 Cyberattack | Costs of products sold    
Unusual or Infrequent Item, or Both [Line Items]    
Total (1) 11
August 2023 Cyberattack | Selling and administrative expenses    
Unusual or Infrequent Item, or Both [Line Items]    
Total 0 13
August 2023 Cyberattack | Other (income) expense, net    
Unusual or Infrequent Item, or Both [Line Items]    
Total $ (9) $ 0
v3.24.3
SUPPLY CHAIN FINANCING PROGRAM (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Supplier Finance Program [Line Items]    
Supplier Finance Program, Obligation, Current, Statement of Financial Position [Extensible Enumeration] Accounts payable and accrued liabilities Accounts payable and accrued liabilities
Amount due to suppliers participating in SCF $ 219 $ 205
Maximum    
Supplier Finance Program [Line Items]    
SCF payment term 120 days  
v3.24.3
RESTRUCTURING AND RELATED COSTS - Narrative (Details)
$ in Millions
 3 Months Ended
Sep. 30, 2023
USD ($)
Restructuring and Related Activities [Abstract]  
Restructuring and related implementation, incurred cost $ 0
v3.24.3
RESTRUCTURING AND RELATED COSTS - Schedule of Restructuring and Related Implementation Costs (Details)
$ in Millions
 3 Months Ended
Sep. 30, 2024
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 19
Cash payments (17)
Ending balance 2
Employee-Related Costs  
Restructuring Reserve [Roll Forward]  
Beginning balance 8
Cash payments (6)
Ending balance 2
Other  
Restructuring Reserve [Roll Forward]  
Beginning balance 11
Cash payments (11)
Ending balance $ 0
v3.24.3
INVENTORIES, NET (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Inventory Disclosure [Abstract]    
Finished goods $ 518 $ 556
Raw materials and packaging 148 172
Work in process 12 9
LIFO allowances (84) (98)
Total inventories, net 594 639
Less: Non-current inventories, net 0 2
Total current inventories, net $ 594 $ 637
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Derivative [Line Items]    
Maximum duration, foreign exchange contracts (in years) 2 years  
Maximum duration, interest rate contracts (in years) 3 years  
Estimated amount of the existing net gain (loss) to be reclassified into earnings in the next 12 months $ 6  
Amount of derivative instruments subject to contractually defined counterparty liability position limits 2 $ 0
Commodity purchase derivative contracts    
Derivative [Line Items]    
Cash margin balances amount 3 3
Purchases of Inventory | Foreign exchange derivative contracts    
Derivative [Line Items]    
Notional amount of derivatives $ 48 29
Total Commodity Purchase Derivative Contracts    
Derivative [Line Items]    
Maximum duration, commodity contracts (in years) 2 years  
Notional amount of derivatives $ 33 $ 38
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Effects of Derivative Instruments Designated as Hedging Instruments on OCI and Net Earnings (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]    
Gains (losses) recognized in Other comprehensive (loss) income $ (4) $ 0
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings 2 1
Commodity purchase derivative contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Gains (losses) recognized in Other comprehensive (loss) income (3) (1)
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings (1) (2)
Foreign exchange derivative contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Gains (losses) recognized in Other comprehensive (loss) income (1) 1
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings 0 0
Interest rate derivative contracts    
Derivative Instruments, Gain (Loss) [Line Items]    
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings $ 3 $ 3
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities for Fair Value of Derivative Instruments (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Carrying Amount    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets $ 0 $ 1
Liabilities 4 2
Estimated Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets 0 1
Liabilities 4 2
Commodity purchase derivative contracts | Level 2 | Carrying Amount    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets 0 1
Liabilities 1 0
Commodity purchase derivative contracts | Level 2 | Estimated Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets 0 1
Liabilities 1 0
Commodity purchase derivative contracts | Level 1 | Carrying Amount    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Liabilities 2 2
Commodity purchase derivative contracts | Level 1 | Estimated Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Liabilities 2 2
Foreign exchange forward contract | Level 2 | Carrying Amount    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Liabilities 1 0
Foreign exchange forward contract | Level 2 | Estimated Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Liabilities $ 1 $ 0
v3.24.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities for Fair Value Disclosure (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Jun. 30, 2024
Assets    
Cash and cash equivalents $ 278 $ 202
Total assets 5,497 5,751
Liabilities    
Notes and loans payable 4 4
Total liabilities 5,273 5,259
Carrying Amount    
Assets    
Total assets 333 258
Liabilities    
Total liabilities 2,486 2,485
Estimated Fair Value    
Assets    
Total assets, estimated fair value 333 258
Liabilities    
Total liabilities, estimated fair value 2,437 2,345
Level 1 | Carrying Amount    
Assets    
Trust assets for nonqualified deferred compensation plans 170 154
Level 1 | Estimated Fair Value    
Assets    
Trust assets for nonqualified deferred compensation plans, estimated fair value 170 154
Level 2 | Carrying Amount | Long-term debt    
Liabilities    
Long-term debt 2,482 2,481
Level 2 | Carrying Amount | Notes and loans payable    
Liabilities    
Notes and loans payable 4 4
Level 2 | Estimated Fair Value | Long-term debt    
Liabilities    
Long-term debt, estimated fair value 2,433 2,341
Level 2 | Estimated Fair Value | Notes and loans payable    
Liabilities    
Notes and loans payable, estimated fair value 4 4
Interest-bearing investments, including money market funds | Level 1 | Carrying Amount    
Assets    
Cash and cash equivalents 154 95
Interest-bearing investments, including money market funds | Level 1 | Estimated Fair Value    
Assets    
Cash and cash equivalents, estimated fair value 154 95
Time deposits | Level 2 | Carrying Amount    
Assets    
Cash and cash equivalents 9 9
Time deposits | Level 2 | Estimated Fair Value    
Assets    
Cash and cash equivalents, estimated fair value $ 9 $ 9
v3.24.3
INCOME TAXES (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]    
Effective tax rate on earnings 41.80% 14.60%
Income taxes paid, net of refunds $ 32 $ 16
v3.24.3
NET EARNINGS PER SHARE (EPS) (Details) - shares
shares in Thousands
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]    
Basic (in shares) 123,795 123,973
Dilutive effect of stock options and other (in shares) 882 677
Diluted (in shares) 124,677 124,650
Antidilutive stock options and other (in shares) 2,937 2,220
v3.24.3
COMPREHENSIVE INCOME (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Stockholders' Equity Note [Abstract]    
Net earnings $ 103 $ 25
Other comprehensive income, net of tax:    
Foreign currency translation adjustments 14 (11)
Net unrealized gains (losses) on derivatives (6) (1)
Pension and postretirement benefit adjustments 0 11
Total other comprehensive (loss) income, net of tax 8 (1)
Comprehensive income 111 24
Less: Total comprehensive income attributable to noncontrolling interests 4 3
Total comprehensive income attributable to Clorox $ 107 $ 21
v3.24.3
STOCKHOLDERS' EQUITY - Schedule of Changes in Components of Stockholders’ Equity (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ 492 $ 388
Beginning balance, common stock (in shares) 124,201,807  
Beginning balance, treasury stock (in shares) (6,539,654)  
Net earnings $ 103 25
Other comprehensive (loss) income 8 (1)
Dividends to Clorox stockholders (305) (300)
Dividends to noncontrolling interests (4) (3)
Stock-based compensation 13 13
Other employee stock plan activities 24 9
Treasury stock purchased (107)  
Ending balance $ 224 $ 131
Ending balance, common stock (in shares) 123,673,684  
Ending balance, treasury stock (in shares) (7,067,777)  
Dividends declared per share (in dollars per share) $ 2.44 $ 2.40
Common stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ 131 $ 131
Beginning balance, common stock (in shares) 130,741,000 130,741,000
Ending balance $ 131 $ 131
Ending balance, common stock (in shares) 130,741,000 130,741,000
Additional paid-in capital    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ 1,288 $ 1,245
Stock-based compensation 13 13
Other employee stock plan activities (4) (12)
Ending balance 1,297 1,246
Retained earnings    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 250 583
Net earnings 99 22
Dividends to Clorox stockholders (305) (300)
Other employee stock plan activities (13) (6)
Ending balance 31 299
Treasury stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ (1,186) $ (1,246)
Beginning balance, treasury stock (in shares) (6,540,000) (6,921,000)
Other employee stock plan activities $ 41 $ 27
Other employee stock plan activities (in shares) 261,000 181,000
Treasury stock purchased $ (107)  
Treasury stock purchased (in shares) (789,000)  
Ending balance $ (1,252) $ (1,219)
Ending balance, treasury stock (in shares) (7,068,000) (6,740,000)
Accumulated other comprehensive net (loss) income    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance $ (155) $ (493)
Other comprehensive (loss) income 8 (1)
Ending balance (147) (494)
Noncontrolling interests    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Beginning balance 164 168
Net earnings 4 3
Dividends to noncontrolling interests (4) (3)
Ending balance $ 164 $ 168
v3.24.3
STOCKHOLDERS' EQUITY - Schedule of Changes in Accumulated Other Comprehensive Net (Loss) Income (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance $ 328  
Total other comprehensive (loss) income, net of tax 8 $ (1)
Ending balance 60  
Accumulated other comprehensive net (loss) income    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (155) (493)
Other comprehensive (loss) income before reclassifications 10 0
Amounts reclassified from Accumulated other comprehensive net (loss) income (2) 2
Income tax benefit (expense), and other 0 (3)
Total other comprehensive (loss) income, net of tax 8 (1)
Ending balance (147) (494)
Foreign currency translation adjustments    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (239) (445)
Other comprehensive (loss) income before reclassifications 14 (11)
Amounts reclassified from Accumulated other comprehensive net (loss) income 0 0
Income tax benefit (expense), and other 0 0
Total other comprehensive (loss) income, net of tax 14 (11)
Ending balance (225) (456)
Net unrealized gains (losses) on derivatives    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance 85 99
Other comprehensive (loss) income before reclassifications (4) 0
Amounts reclassified from Accumulated other comprehensive net (loss) income (2) (1)
Income tax benefit (expense), and other 0 0
Total other comprehensive (loss) income, net of tax (6) (1)
Ending balance 79 98
Pension and postretirement benefit adjustments    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Beginning balance (1) (147)
Other comprehensive (loss) income before reclassifications 0 11
Amounts reclassified from Accumulated other comprehensive net (loss) income 0 3
Income tax benefit (expense), and other 0 (3)
Total other comprehensive (loss) income, net of tax 0 11
Ending balance $ (1) $ (136)
v3.24.3
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Retirement Health Care      
Defined Benefit Plan Disclosure [Line Items]      
Net periodic benefit cost $ 0   $ 0
UNITED STATES | Retirement Income      
Defined Benefit Plan Disclosure [Line Items]      
One-time noncash settlement charge, net of curtailment gain   $ 171  
One-time noncash settlement charge, net of curtailment gain, after tax   $ 130  
Net periodic benefit cost 1   5
Retirement plan contributions $ 2   $ 2
v3.24.3
EMPLOYEE BENEFIT PLANS - Schedule of Components of Net Periodic Benefit Cost (Details) - Retirement Income - UNITED STATES - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Defined Benefit Plan Disclosure [Line Items]    
Interest cost $ 1 $ 5
Expected return on plan assets 0 (3)
Amortization of unrecognized items 0 2
Settlement loss 0 1
Total $ 1 $ 5
Weighted average long-term expected rate or return on plan assets (percentage) 5.80%  
v3.24.3
OTHER CONTINGENCIES AND GUARANTEES (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Loss Contingencies [Line Items]    
Liability for aggregate future remediation costs $ 28 $ 28
Letters of credit 18  
Letters of credit, amount outstanding 0  
Alameda County, California Matter    
Loss Contingencies [Line Items]    
Liability for aggregate future remediation costs $ 12 12
Remediation period (in years) 30 years  
Maximum undiscounted costs $ 28  
Dickinson County, Michigan Matter    
Loss Contingencies [Line Items]    
Liability for aggregate future remediation costs $ 10 $ 10
Remediation period (in years) 30 years  
Percentage of liability for aggregate remediation and associated costs, other than legal fees 24.30%  
v3.24.3
SEGMENT RESULTS - Narrative (Details) - segment
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Concentration Risk [Line Items]    
Number of reportable segments 4  
Revenue from Contract with Customer | Customer Concentration Risk | Walmart Stores, Inc.    
Concentration Risk [Line Items]    
Concentration percentage 26.00% 27.00%
v3.24.3
SEGMENT RESULTS - Schedule of Reportable Segment Information (Details) - USD ($)
$ in Millions
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Net sales $ 1,762 $ 1,386
Interest income 3 10
Interest expense (21) (21)
Loss on divestiture (118) 0
Cyberattack costs, net of insurance recoveries 10 (24)
Digital capabilities and productivity enhancements investment (29) (27)
Earnings before income taxes 177 29
August 2023 Cyberattack    
Segment Reporting Information [Line Items]    
Cyberattack costs, net of insurance recoveries 10 $ (24)
Insurance proceeds $ 10  
August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 100.00% 100.00%
Operating Segments    
Segment Reporting Information [Line Items]    
Net sales $ 1,724 $ 1,328
Segment adjusted EBIT 396 153
Operating Segments | Health and Wellness    
Segment Reporting Information [Line Items]    
Net sales 698 504
Segment adjusted EBIT $ 235 $ 104
Operating Segments | Health and Wellness | August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 0.00% 22.00%
Operating Segments | Household    
Segment Reporting Information [Line Items]    
Net sales $ 447 $ 325
Segment adjusted EBIT $ 60 $ (4)
Operating Segments | Household | August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 0.00% 11.00%
Operating Segments | Lifestyle    
Segment Reporting Information [Line Items]    
Net sales $ 320 $ 229
Segment adjusted EBIT $ 66 $ 19
Operating Segments | Lifestyle | August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 0.00% 14.00%
Operating Segments | International    
Segment Reporting Information [Line Items]    
Net sales $ 259 $ 270
Segment adjusted EBIT $ 35 $ 34
Operating Segments | International | August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 0.00% 1.00%
Corporate and Other    
Segment Reporting Information [Line Items]    
Net sales $ 38 $ 58
Segment adjusted EBIT $ (64) $ (62)
Corporate and Other | August 2023 Cyberattack | Product Concentration Risk    
Segment Reporting Information [Line Items]    
Concentration percentage 100.00% 52.00%
Operating Segments and Corporate and Other    
Segment Reporting Information [Line Items]    
Segment adjusted EBIT $ 332 $ 91
v3.24.3
SEGMENT RESULTS - Schedule of Net Sales Percentages (Details) - Revenue from Contract with Customer - Product Concentration Risk
 3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Concentration percentage 100.00% 100.00%
Corporate and Other    
Segment Reporting Information [Line Items]    
Concentration percentage 2.00% 4.00%
Health and Wellness | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 40.00% 36.00%
Health and Wellness | Cleaning | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 34.00% 32.00%
Health and Wellness | Professional Products | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 6.00% 4.00%
Household | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 25.00% 24.00%
Household | Bags and Wraps | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 11.00% 11.00%
Household | Cat Litter | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 9.00% 8.00%
Household | Grilling | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 5.00% 5.00%
Lifestyle | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 18.00% 17.00%
Lifestyle | Food | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 10.00% 9.00%
Lifestyle | Water Filtration | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 5.00% 5.00%
Lifestyle | Natural Personal Care | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 3.00% 3.00%
International | Operating Segments    
Segment Reporting Information [Line Items]    
Concentration percentage 15.00% 19.00%
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