Clorox (CLX) 10-K risk factor changes: FY2018 vs FY2017

If a product gains consumer acceptance, it typically requires continued advertising, promotional support and product [removed: improvements] [added: innovations] to maintain its relative market position.

Volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services have negatively impacted, and [removed: in the future] may negatively impact, the Company’s net earnings and cash flow.

Volatility and increases in the costs of raw materials, including resin, sodium hypochlorite, linerboard, soybean oil, solvent, corrugated cardboard and other chemicals and agricultural commodities, [removed: or] [added: and] increases in the cost of energy, transportation, labor and other necessary supplies or services have harmed, and [removed: in the future] may [added: continue to] harm, the Company’s profits and operating results.

Reduced availability of rail or trucking [added: capacity has caused and] could [added: continue to] cause us to incur unanticipated expenses and impair our ability to distribute our products or receive our raw materials in a timely [removed: manner.][added: manner, which could disrupt our operations, strain our customer relations and adversely affect our operating profits.]

The Company believes commodity and other cost increases [removed: are possible] [added: could continue] in the future.

In addition, [added: even] if the Company increases the prices of its products in response to increases in the cost of commodities, [removed: and commodity costs decline, the Company] [added: it] may not be able to sustain its price increases.

To reduce the cost volatility associated with anticipated [removed: commodity purchases,] [added: purchases of certain commodities,] the Company uses derivative instruments, including commodity futures and swaps.

[removed: During] [added: In] fiscal year [removed: 2017, 83%] [added: 2018, 16%] of the Company’s net sales were generated in [removed: U.S.] [added: international] markets.

If the Company is unable to increase market share in existing product lines, develop product [removed: improvements,] [added: innovations,] undertake sales, marketing and advertising initiatives that grow its product categories and/or develop, acquire or successfully launch new products or brands, it may not achieve its sales growth objectives.

In addition, changes to the mix of products the Company sells, as well as the mix of countries in which its products are sold, [removed: can] [added: may] adversely impact the Company’s net sales, profitability and cash flow.

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 26%, [removed: 27% and] 26% [added: and 27%] of consolidated net sales for [removed: each of] the fiscal years ended June 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] respectively, and occurred across all of the Company’s reportable segments.

The Company’s five largest customers accounted for nearly half of the Company's consolidated net sales for each of the fiscal years [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] and a significant portion of the Company's future revenues may continue to be derived from a small number of customers.

As a result, changes in the strategies of the Company’s largest customers, including a reduction in the number of brands they carry, a shift of shelf space to “private label” or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harm the Company’s net sales or margins, and reduce the ability of the Company to offer new innovative [removed: and improved] products to consumers.

The changing retail environment could [added: adversely] affect the Company’s business, financial condition and results of operations.

However, alternative retail channels, including [added: e-commerce retailers,] hard discounters, [removed: e-commerce retailers and] subscription [removed: services,] [added: services and buying clubs,] have become more prevalent and consumer products [added: that] are [removed: increasingly being] sold through such alternative retail [removed: channels.][added: channels are continuing to increase.]

Although the Company is engaged in e-commerce with respect to many of its products, if we are not successful in [added: adapting to the changing consumer preferences and market dynamics and] expanding sales [removed: in such] [added: through e-commerce retailers, hard discounters and other] alternative retail channels, our business, financial condition and results of operations may be negatively impacted.

The retail environment is changing with the growth of [added: e-commerce retailers, hard discounters and other] alternative retail channels and this could significantly [added: change the way traditional retailers do business.]

Cyber-attacks, privacy breaches, data breaches or a failure of key information technology systems could adversely impact the Company’s [removed: ability to conduct business.][added: business and reputation.]

The Company relies extensively on information technology systems, many of which are [removed: managed] [added: managed, hosted, provided and/or used] by [removed: third-party service providers,] [added: third-parties and their vendors,] in order to conduct its business.

These systems include, but are not limited to, programs and processes relating to communicating within the Company and with customers, consumers, vendors, investors and other parties, ordering and managing materials from suppliers, converting materials to finished products, [added: receiving and processing purchase orders and] shipping products to customers, processing transactions, [added: hosting, processing and sharing confidential and proprietary research, business and financial information,] summarizing and reporting results of operations, complying with financial reporting, regulatory, legal and tax requirements and implementing other processes involved in managing the business.

Although the Company has made progress with its implementation of enterprise-wide upgrades to its hardware, software and operating systems, legacy [removed: systems] [added: systems, which may be vulnerable to increased risk,] still remain.

[removed: If] [added: In addition, if] the [removed: Company’s] [added: technology systems of acquired companies, including those of Nutranext, are not successfully integrated into those of the Company or the Company's] existing and/or future technology systems, [added: are not adequately supported by] third-party service providers and [removed: processes do not adequately support the future growth of the Company’s business,] [added: processes,] the [removed: Company’s] [added: Company's] business may be adversely impacted.

Although the Company has a broad array of network and information security measures in [removed: place,] [added: place and provides employee awareness regarding phishing, malware and other cyber risks,] the information technology [removed: systems] [added: systems, including those of our customers, vendors, suppliers and other third-party service providers with whom we have contracted,] may be vulnerable to computer viruses or other malicious codes, security [removed: breaches] [added: breaches, unauthorized access attempts, phishing attacks] and other disruptions from [added: employee error,] unauthorized uses or system failures, including Internet outages.

While the Company has business continuity plans in place, if the systems are damaged or cease to function properly due to any number of causes, including catastrophic events, power outages, security [removed: breaches] [added: breaches, cyber-attacks] or other similar events or as a result of legacy systems, and if the business continuity plans do not effectively resolve such issues on a timely basis, the Company may suffer interruptions in its ability to manage or conduct business, [added: as well as reputational harm and litigation,] which may adversely impact the Company’s business.

In addition, such incidents could result in unauthorized disclosure [added: and misuse] of material confidential information.

Cyber threats are [added: becoming more sophisticated and] constantly evolving and this increases the difficulty of detecting and successfully defending against them.

Furthermore, the Company sells its Burt’s Bees® natural personal care products, RenewLife® digestive health [removed: products] [added: products, Nutranext dietary supplements] and other products directly to consumers online and through websites, mobile apps and connected devices, and the Company offers promotions, rebates, customer loyalty and other programs through which it may receive personal information, and it or its vendors could experience cyber-attacks, privacy breaches, data breaches or other incidents that may result in unauthorized disclosure [added: and misuse] of consumer, customer, employee, vendor or Company information.

If the Company suffers a loss as a result of a breach or other breakdown in its technology, including cyber-attack, privacy breaches, data breaches or other incident involving the Company or any of the Company’s vendors, that result in unauthorized disclosure or significant unavailability of business, financial, personal or stakeholder information, the Company's reputation, competitiveness and/or business may be harmed and the Company may be exposed to legal [removed: liability,] [added: liability and be subject to government investigations,] which may adversely affect the Company’s results of operations and/or financial condition.

Generally, the manufacture, packaging, labeling, storage, [removed: distribution and] [added: distribution,] advertising [added: and sale] of the Company’s products and the conduct of its business operations must all comply with extensive federal, state and foreign laws and regulations.

For example, in the U.S., many of the Company’s products are regulated by the Environmental Protection Agency, the Food and Drug Administration [removed: and] [added: (including applicable current good manufacturing practice regulations) and/or] the Consumer Product Safety Commission, and the Company’s product claims and advertising are regulated by the Federal Trade Commission, among other regulatory agencies.

Any determination that the Company’s operations or activities are not in compliance with applicable law could expose the Company to future [added: impairment charges or significant fines, penalties or other sanctions that may result in a reduction in net income or otherwise adversely impact the business and reputation of the Company.]

For example, the Company is subject to regulations regarding the transportation, storage or use of certain chemicals to protect the environment, including as a result of evolving climate change standards, and [removed: new and increased regulation] [added: regulations] in other areas, such as with respect to “conflict minerals.” Such regulation could negatively impact the Company’s ability to obtain raw materials or could increase its acquisition and compliance costs.

In addition, the Company is subject to laws of various countries where it operates or does business related to solicitation, collection, processing or use of consumer, customer, vendor or employee information or related [removed: data.][added: data, including the European Union's General Data Protection Regulation.]

Furthermore, [removed: pending legislative initiatives and adopted] [added: additional] legislation in the areas of healthcare [removed: reform and other areas, such as the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Foreign Account Tax Compliance Act and legislation in the area of] [added: reform,] taxation of domestic and foreign profits, executive compensation and corporate governance, could also increase the Company’s costs.

These risks may be increased by the Company’s [removed: fiscal year 2016] acquisition of [added: Nutranext and] RenewLife, which manufactures products subject to additional [removed: regulations.][added: regulations, such as those under the Dietary Supplement Health and Education Act.]

Additionally, [added: the] recent [removed: reform proposals] [added: imposition of tariffs on products imported from certain countries] have introduced greater uncertainty with respect to [removed: tax and] trade [removed: policies, tariffs] [added: policies] and government regulations affecting trade between the U.S. and other countries.

As the Company expands its natural personal care and healthcare businesses such as through Burt’s Bees®, [removed: HealthLink®, Aplicare®] [added: HealthLink®] and Caltech Industries, an increasing number of its products have and will become subject to regulations and laws relating to drugs and medical devices.

In addition, [added: as a result of] the Company's [removed: digestive health space business resulting from its] acquisition of [removed: RenewLife® has] [added: RenewLife and Nutranext, it markets and sells] products that are subject to regulations relating to dietary supplements.

In connection with the Company’s strategy, the Company expects to continue to seek acquisition opportunities, such as the fiscal year [removed: 2016] [added: 2018] acquisition of [removed: RenewLife,] [added: Nutranext,] which competes in the [removed: digestive health] [added: dietary supplements] category.

| • | successfully integrate acquired companies, products, systems or personnel into the Company’s existing business [removed: operations;] [added: operations in an effective, timely and cost efficient manner;] |

In particular, the growing presence of e-commerce retailers have affected, and may continue to affect, consumer preferences and market dynamics.

In addition, these alternative retail channels may create significant pricing pressures for consumer goods, presenting additional challenges to increasing prices in response to commodity or other cost increases in all of the channels into which the Company sells.

In particular, the recent reduced trucking capacity due to shortage of drivers, recent enforcement deadline for a federal regulation requiring drivers to electronically log their driving hours and adverse weather conditions, among other reasons, has caused an increase in the cost of transportation for us and many other companies.

The Company's ability to achieve sales growth also depends on foreign currency fluctuations, a weakening of foreign currencies in which sales are generated relative to the currencies in which costs are denominated would decrease net sales.

The Company has recently implemented price increases and/or expects to implement price increases in fiscal year 2019 across a significant portion of its global portfolio, which may slow sales growth or create volume declines in the short term as customers and consumers adjust to these price increases.

In addition, some of our customers have experienced and may experience in the future declining financial performance, which could affect their ability to pay amounts due to us on a timely basis or at all.

We regularly review the financial strength of our key customers and, where appropriate, modify customer credit limits, which may have an adverse impact on future sales.

In addition, some of the legacy systems will need to be upgraded or replaced in the near future as such systems cease to be supported by third-party service providers.

The Company is subject to laws of various countries where it operates or does business related to solicitation, collection, processing or use of consumer, customer, vendor or employee information or related data, including the European Union's General Data Protection Regulation, which recently went into effect.

Major developments in trade relations, including the imposition of new or increased tariffs by the U.S. and/or other countries, and any emerging nationalist trends in specific countries could alter the trade environment and consumer purchasing behavior which, in turn, could have a material effect on our balance sheet and results of operations.

Future changes to U.S. or foreign tax and trade policies, imposition of new or increased tariffs, other trade restrictions or other government actions and foreign currency fluctuations, including devaluations, may lead to continuation of such threats and uncertainty.

| • | continued high levels of inflation in Argentina; |

| • | risks related to natural disasters, terrorism and other events beyond the Company’s control; and |

For example, effective July 1, 2018, Argentina has been designated as a highly inflationary economy, as it has experienced cumulative inflation of approximately 100 percent or more over a three-year period.

Furthermore, acquisitions or ventures could also result in the assumption of contingent liabilities, including litigation, which could adversely affect the Company's results of operations and financial condition.

The Company may be subject to additional claims, proceedings and actions as it expands into dietary supplements category.

Increases in the estimated fair value of the Procter & Gamble Co. ("P&G's") interest in the Company’s Glad® business, such as the significant increase over the first half of fiscal year 2018 due to the enactment of H.R. 1, also known as the "Tax Cuts and Jobs Act" (the "Tax Act"), and the extension of the venture agreement with, and the related R&D support provided by, P&G, increase the value of the Company’s obligation to purchase P&G’s interest in the Glad® business upon the termination of the venture agreement and may, in the future, adversely affect the Company’s net earnings and cash flow.

The agreement with P&G was extended in December 2017 and the agreement will now expire in January 2026 unless the parties agree to further extend the term.

The key assumptions and estimates used to arrive at the estimated fair value include, but are not limited to, tax rates, the rate at which future cash flows are discounted (discount rate), commodity prices, future volume estimates, net sales and expense growth rates, changes in working capital, capital expenditures, foreign exchange rates, inflation and perpetuity growth rates.

Any changes in such assumptions or estimates could significantly affect such estimated fair value and, accordingly, the value of the Company’s repurchase obligation and may adversely affect the Company’s net earnings up until any such purchase and cash flow at the time of any such purchase.

In addition, even if such rights are obtained in the U.S., the laws of some of the other countries in which the Company’s products are or may be sold may not protect intellectual property rights to the same extent as the laws of the U.S. It is also possible that the Company’s brands may not be available for use in certain countries due to prior third party rights, thereby limiting expansion of the Company's brands.

The Tax Act, among other things, contains significant changes to corporate taxation, including a reduction of the U.S. corporation statutory income tax rate to 21% from 35%, one-time taxation of accumulated foreign earnings regardless of whether they are repatriated, limitations on the deduction for interest expense, immediate tax deductions for five years for new investments instead of deductions for depreciation expense over time, disallowance of deductions for certain-performance based compensation, elimination of the deduction for certain domestic production activities and a migration from a “worldwide” system of taxation to a modified territorial system.

Although we continue to assess and analyze the full effects of the Tax Act on our business and the Company, we expect the Tax Act, as a whole, will reduce our effective tax rate in future periods, in addition to fiscal year 2018.

In addition, although we expect a positive impact to our cash flows from the Tax Act, such impact will be realized in future periods as we realize the benefit from the lower effective tax rates.

We are continuing to assess and analyze the accounting for the impacts of the Tax Act.

Moreover, the process of adopting extensive tax legislation in a short amount of time may have led to drafting errors, issues needing clarification and unintended consequences that Congress may decide to review in subsequent tax legislation.

In addition, interpretation of many provisions of the Tax Act is still unclear.

It is not clear when, or whether, Congress may address any of these issues or when the Internal Revenue Service may issue additional administrative guidance on the changes made in the Tax Act.

In addition, the FASB provided guidance intended to clarify the accounting for certain aspects of the Tax Act.

Furthermore, foreign countries may decide to enact tax laws that may negatively affect our foreign tax liabilities in retaliation for any real or perceived negative effects of the Tax Act on their countries that they deem unfair or for other reasons and/or states or local government may decide to enact tax laws that may increase tax liabilities for companies doing business in such jurisdictions as they see opportunities to increase state and local corporate taxes after the federal corporate tax rate was reduced by the Tax Act.

We continue to assess and analyze the impact of the Tax Act on our business and our Company.

Accordingly, some of the income tax effects reflected in our Consolidated Financial Statements are provisional amounts.

For example, provisional amounts are reported for our revaluation of net deferred tax liabilities and for our one-time transition tax on accumulated foreign earnings.

In addition, certain underlying income tax effects embedded within the valuations of certain balance sheet items, including the liability related to our obligation to purchase P&G’s 20% interest in our Glad® business upon the termination of our venture agreement with P&G, may be subject to change as we finalize the provisional elements in our assessment of the Tax Act.

The estimated impacts of the Tax Act, including with respect to our revaluation of net deferred tax liabilities, assessment of our deferred taxes related to foreign unremitted earnings, estimate of our effective tax rates for future periods and valuation of our potential obligation to purchase P&G’s interest in our Glad® business, are based on management’s current assessment and estimates and could be materially different based on our actual results for future periods, our further analysis of the Tax Act, any additional Congressional, administrative and FASB actions or guidance related to the Tax Act and any actions that we may take as a result of the Tax Act.

For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements.

| | |

| --- | --- |

The Company is subject to compliance with the Company’s existing debt covenants.

change the way traditional retailers do business.

In addition, the Company from time to time may need to upgrade its information technology systems.

impairment charges or significant fines, penalties or other sanctions that may result in a reduction in net income or otherwise adversely impact the business and reputation of the Company.

Major developments in tax policy or trade relations could have a material effect on our balance sheet and results of operations.

| • | continued high levels of inflation in Argentina, which may result in the Company adopting hyperinflationary accounting treatment for Argentina's operations; |

Moreover, as a result of the 2016 U.S. presidential and Congressional elections, there may be shifts in U.S. foreign trade, economic and other policies that may negatively impact our foreign operations and our ability to market our products in certain international markets.

For example, Argentina could in the future be designated as a highly inflationary economy.

If product introductions

An increase in the value of the Company’s Glad® business would result in an increase in the Company’s purchase obligation for The Procter & Gamble Company’s, P&G’s, 20% interest in that business, which may adversely affect the Company’s net earnings and cash flow.

Additionally, it is uncertain whether the Company’s net earnings and cash flow would be adversely affected more by an extension or a termination of the agreement related to the Glad® business.

The agreement with P&G will expire in January 2023 unless the parties agree, on or prior to January 2018, to extend the term of the agreement for another 10 years or agree to take some other relevant action.

interest.

Any additional significant increases in the fair value of such interest may adversely affect the Company’s net earnings and future cash flow.

If the Company and P&G decide not to extend the term of the agreement, this decision may harm the terms on which the Company has access to innovation from P&G.

Alternatively, if the Company and P&G decide to extend the term of the agreement, there can be no assurance that any future innovation will result.

In either case, net earnings and cash flow may be negatively impacted.

The Company has incurred,

property rights, they could require a payment of a substantial amount for continued use of those rights.

For example, if the Company seeks proposals from multiple vendors for a new product or innovation and chooses to partner with a particular vendor, another vendor may claim the Company infringed its intellectual property rights by using information gathered from the vendor proposals.

In addition, the cost of incurring additional debt could increase due to rising interest rates, possible downgrades in the Company’s credit rating, economic conditions or otherwise.

In this regard, failure to maintain the Company's credit ratings could adversely affect the interest rate in future financings, liquidity, competitive position and access to capital markets.

The Company may not continue to pay dividends or repurchase its stock.

The Company’s ability to continue to declare and pay cash dividends will depend upon, among other things, its cash balances and future cash requirements, results of operations, financial condition and net earnings, all of which are subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control.

In the event

For additional information, see the information set forth in the Notes to Consolidated Financial Statements in Exhibit 99.1.

trademarks of the Company and its affiliates.

| [removed: ☑] [added: þ] | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |

| for the fiscal year ended June 30, [removed: 2017] [added: 2018] | |

| [removed: ☐] [added: ¨] | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |

Yes [removed: ☑.][added: þ No ¨]

Yes [removed: ☐.][added: ¨ No þ]

| Large accelerated filer [removed: ☑] [added: þ] | Accelerated filer [removed: ☐] [added: ¨] | Non-accelerated filer [removed: ☐] [added: ¨] (Do not check if a smaller reporting company) | Smaller reporting company [removed: ☐] [added: ¨] | Emerging Growth Company [removed: ☐] [added: ¨] |

The aggregate market value of the registrant’s common stock held by non-affiliates as of December [removed: 30, 2016] [added: 29, 2017] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $15.4] [added: $19.2] billion.

As of July [removed: 28, 2017,] [added: 27, 2018,] there were [removed: 129,068,511] [added: 128,085,895] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2017,] [added: 2018,] are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.

FOR THE FISCAL YEAR ENDED JUNE 30, [removed: 2017][added: 2018]

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| | | [Item [removed: 16.](#s09e5551942da4cf6a5556f52ac6e5aee)] [added: 16.](#s148FCC1009225861AB94211FBDF21D31)] | | [Form 10-K [removed: Summary](#s09e5551942da4cf6a5556f52ac6e5aee)] [added: Summary](#s148FCC1009225861AB94211FBDF21D31)] | [removed: [26](#s09e5551942da4cf6a5556f52ac6e5aee)] [added: [29](#s148FCC1009225861AB94211FBDF21D31)] |

This Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2017] [added: 2018] (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 (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and such forward-looking statements involve risks and uncertainties.

Except for historical information, statements about future volume, sales, foreign currencies, costs, cost savings, margin, earnings, earnings per share, [added: including as a result of the Nutranext acquisition,] diluted earnings per share, foreign currency exchange rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, assumptions and projections.

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year [removed: 2017] [added: 2018] net sales of [removed: $6.0] [added: $6.1] billion and approximately [removed: 8,100] [added: 8,700] employees worldwide as of June 30, [removed: 2017.][added: 2018.]

Clorox sells its products primarily through mass [removed: retail and] [added: retailers,] grocery outlets, warehouse clubs, [removed: dollars] [added: dollar] stores, [added: home hardware centers, third-party and owned] e-commerce channels, military stores and [removed: other retail outlets, and medical supply] distributors.

Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach and cleaning products, Pine-Sol® cleaners, Liquid-Plumr® clog removers, Poett® home care products, Fresh Step® cat litter, Glad® bags, wraps and [removed: container products,] [added: containers,] Kingsford® [removed: and Match Light®] charcoal, [removed: RenewLife® digestive health products,] Hidden Valley® [removed: dressings and sauces,] [added: dressings,] Brita® water-filtration products, [removed: and] Burt’s Bees® natural personal care [removed: products.][added: products, RenewLife® digestive health products, and Rainbow Light®, Natural Vitality® and Neocell® dietary supplements.]

The Company also markets [removed: to] [added: brands for] professional [removed: services channels,] [added: services,] including [removed: infection control products for the healthcare industry with the] Clorox Healthcare® [removed: brand] and Clorox Commercial [removed: Solutions® brand.][added: Solutions®.]

The Company’s long-term financial goals include annual net sales growth of 3-5%, annual EBIT margin growth of 25-50 basis points and annual free cash flow of [removed: 10-12%] [added: 11-13%] of net sales.

In May 2016, the Company acquired 100 percent of [removed: the] [added: RenewLife, a] digestive health [removed: company RenewLife] [added: company,] for $290 million.

Results for [removed: RenewLife’s domestic business are reflected in the Household reportable segment and results for RenewLife’s international] [added: Nutranext's global] business are reflected in the [removed: International] [added: Lifestyle] reportable segment.

10-K 1 fy18clx10k.htm 10-K

Yes þ No ¨

Yes þ No ¨

Yes ¨ No þ

| [Signatures](#sDC0E154D25215736875DD84118CEF886) | | | | | [30](#sDC0E154D25215736875DD84118CEF886) |

In April 2018, the Company acquired 100 percent of Nutranext, a health and wellness company based in Sunrise, Florida, for $681 million.

The purchases of Nutranext and RenewLife reflect the Company's strategy to acquire leading brands in economically attractive categories with a focus on health and wellness.

The Company launched new products in many categories in fiscal year 2018, including Clorox® performance bleach with Cloromax®, Clorox® Scentiva™ bathroom cleaners, Fresh Step® Clean Paws™ low tracking litter, Glad® ForceFlex® Plus™ advanced protection trash bags, Burt’s Bees® natural cosmetics, RenewLife® probiotic and prebiotic supplements, Hidden Valley® Simply Dinners meal preparation kits, Clorox® Triple Accion bleach and Clorox® Clothes Powder.

In February 2018, the Company announced an increase of 14% in its quarterly dividend, which was an accelerated declaration of the Company’s dividend increase that has typically taken place in the month of May and was a result of the passage of The Tax Cuts and Jobs Act (the Tax Act) in the U.S. in December 2017.

In fiscal year 2018, the Company paid $450 million in dividends to stockholders.

In May 2018, the Board of Directors authorized the Company to repurchase up to $2 billion in shares of common stock on the open market, which replaced the prior open-market purchase program with an authorized aggregate purchase amount of up to $750 million.

In fiscal year 2018, the Company repurchased 749,000 shares of its common stock for $95 million under the open-market purchase program.

The Company also earned the top rating of 100 percent on the Human Rights Campaign's Corporate Equality Index for the 12th consecutive year, was ranked No. 28 on the 2017 Thomson Reuters Diversity and Inclusion Index and was listed in the first sector-neutral Bloomberg Gender Equality Index among leading companies helping to advance gender equality around the world.

Additionally, the Company contributed approximately $1 million to deserving nonprofits and research foundations through cause marketing programs benefiting social and other charitable causes.

| Net Sales | 2018 | | $ | 2,060 | | | $ | 1,959 | | | $ | 1,077 | | | $ | 1,028 | | | $ | — | | | $ | 6,124 | |

| Earnings (losses) from continuing operations before Income taxes | 2018 | | 574 | | | | 370 | | | | 243 | | | | 84 | | | | (217 | | ) | | 1,054 | | |

| Total assets | 2018 | | 902 | | | | 1,223 | | | | 1,533 | | | | 1,045 | | | | 357 | | | | 5,060 | | |

Some brands are sold using the direct-to-consumer model.

10-K 1 fy17clx10k.htm FY17 CLX 10-K

No ☐.

No ☑.

☑.

| [Signatures](#s338C0524ACC75E41BC573290CB125D04) | | | | | [27](#s338C0524ACC75E41BC573290CB125D04) |

Included in the Company’s results for fiscal year 2017 and 2016 was $130 million and $21 million, respectively, of RenewLife’s global net sales.

The Company launched new products in many categories in fiscal year 2017, including the Brita® StreamTM pitcher, Burt's Bees® gloss lip crayon and Burt's Bees® flavor crystals® lip balm, Clorox Scentiva® line of sprays and wipes, Clorox® Healthcare FuzionTM cleaner disinfectant, Clorox® Total 360TM electrostatic disinfection system, Fresh Step® Extreme with the power of Febreze® Hawaiian AlohaTM l

itter and Fresh Step® Extreme with the power of Febreze® lightweight litter, Glad Kitchen Pro™ trash bags, Hidden Valley® Simply Ranch® dressing, and Kingsford® BBQ sauces and Kingsford® long-burning charcoal.

Continued currency declines across the majority of countries and high inflation in several markets were more than offset by price increases and cost savings initiatives.

In fiscal year 2017, the Company repurchased approximately 1.5 million shares of its common stock for $189 million, paid $412 million in dividends to stockholders and announced a 5% increase in its quarterly dividend from prior year, payable in August 2017.

The Company also earned the top rating of 100 percent on the Human Rights Campaign's Corporate Equality Index and was named one of the Best Places to Work in the U.S. by Glassdoor based on employee reviews.

| | 2015 | | 1,824 | | | | 1,794 | | | | 950 | | | | 1,087 | | | | — | | | | 5,655 | | |

| 2015 | | 445 | | | | 375 | | | | 257 | | | | 79 | | | | (235 | | ) | | 921 | | | |

| | 2016 | | 883 | | | | 1,092 | | | | 880 | | | | 1,057 | | | | 598 | | | | 4,510 | | |

(1) Prior year amounts have been retrospectively adjusted to conform to the current year presentation of debt issuance costs required by Accounting Standards Update (ASU) No. 2015-03, "Simplifying the Presentation of Debt Issuance Costs." Refer to the Notes to Consolidated Financial Statements for further details.

However, the

The Company owns or leases and operates [removed: 22] [added: 21] manufacturing facilities in North America and owns or leases and operates 13 manufacturing facilities outside North America.

The Company owns a research and development facility located at its plant in Buenos Aires, [removed: Argentina.][added: Argentina and Santa Cruz, CA.]

The Company also conducts research and development activities and engineering research in leased facilities in [removed: Meriden, CT;] Willowbrook, IL; Durham, NC; and Cincinnati, OH.

The names, ages, year first elected and current titles of each of the executive officers of the Company as of August [removed: 15, 2017,] [added: 14, 2018,] are set forth below:

| Benno Dorer | [removed: 53] [added: 54] | 2009 | Chairman and Chief Executive Officer |

| Laura Stein | [removed: 55] [added: 56] | 2005 | Executive Vice President – General Counsel and Corporate Affairs |

| Dawn Willoughby | [removed: 48] [added: 49] | 2013 | Executive Vice President – Chief Operating Officer |

| William S. Bailey | [removed: 51] [added: 52] | 2016 | Senior Vice President – Corporate Business Development |

[removed: | Jon Balousek | 48 | 2013 | Senior Vice President] [added: Prior to this role, he served as senior vice president] – [removed: General Manager, Specialty Division |][added: general manager, specialty division from January 2013 to June 2018.]

| Michael R. Costello | [removed: 51] [added: 52] | 2011 | Senior Vice President – [removed: International] [added: General Manager, Nutranext and RenewLife] |

| Denise Garner | [removed: 54] [added: 55] | 2015 | Senior Vice President – Chief Innovation Officer |

| Matthew Laszlo | [removed: 47] [added: 48] | 2015 | Senior Vice President – Chief Customer Officer |

| Kirsten Marriner | [removed: 44] [added: 45] | 2016 | Senior Vice President – Chief People Officer |

| Linda Rendle | [removed: 39] [added: 40] | 2016 | [removed: Senior] [added: Executive] Vice President – [removed: General Manager,] Cleaning [removed: Division] [added: and Strategy] |

| Eric Reynolds | [removed: 47] [added: 48] | 2015 | Senior Vice President – Chief Marketing Officer |

| [removed: Manjit Singh] [added: John J. McNulty] | [removed: 48] [added: 62] | [removed: 2016] [added: 2018] | Senior Vice President – Chief Information Officer |

From January 2013 [removed: until] [added: to] November 2014, he served as executive vice president – chief operating officer, cleaning, international and corporate strategy.

Mr. [removed: Dorer] [added: Barral] joined the [removed: Company] [added: company] in [removed: 2005] [added: 1995] and has served in various [added: finance, procurement, business development and international] roles.

[removed: James Foster] [added: Mowery] is the [removed: executive] [added: senior] vice president – [added: chief] product [removed: supply, enterprise performance and IT] [added: supply officer] of the Company, a position he has held since [removed: November 2014.][added: December 2017.]

Prior to this role, he served as [removed: senior] vice president – [removed: chief] product supply [removed: officer] [added: operations,] from [removed: June 2009] [added: February 2014] to November [removed: 2014.][added: 2017.]

[removed: Robb] [added: Jacobsen] is the [removed: executive] [added: senior] vice president – chief financial officer of the Company, a position he has held since [removed: November 2014.][added: April 2018.]

Prior to this role, he served as [removed: senior] vice president – [removed: chief] financial [removed: officer] [added: planning and analysis,] from November 2011 [removed: to November 2014.][added: through March 2018.]

[added: She served as vice president – general] manager, home care, from October 2012 to January 2013, and vice president – general manager, Glad® Products from January 2010 to October 2012.

Ms. Willoughby joined the Company in [removed: 2001 and has served in various roles.][added: 2001.]

[removed: Jon Balousek] [added: Barral] is the senior vice president – general manager, [removed: specialty division] [added: international] of the Company, a position he has held since [removed: January 2013.][added: April 2018.]

[removed: Prior to this role, he] [added: He] served as vice president – general manager, litter, food [removed: and] [added: &] charcoal from October 2011 to December 2012, and vice president – marketing, cleaning division from October 2008 to September 2011.

Mr. Balousek joined the Company in [removed: 1991 and has served in various roles.][added: 1991.]

Costello is the senior vice president – [removed: international of the Company,] [added: general manager, Nutranext and RenewLife,] a position he has held since [removed: September 2013.][added: April 2018.]

[removed: Prior to this role, he] [added: He] served as vice president – general manager, international, from March 2011 to August 2013.

Mr. Costello joined the Company in [removed: 1988 and has served in various roles.][added: 1988.]

Ms. Garner joined the Company in [removed: 1988 and has served in various roles.][added: 1988.]

From January 2012 to October [removed: 2013] [added: 2013,] he served as vice president – sales, professional products division.

Mr. Laszlo joined the Company in [removed: 2005 and has served in various roles.][added: 2005.]

[removed: Linda Rendle is the] [added: Prior to this role, she served as] senior vice president – general manager, cleaning division of the Company, [removed: a position she has held since] [added: from] August [removed: 2016,] [added: 2016 to June 2018,] having taken on responsibility for the professional products division in April 2017.

[removed: Prior to this role, she] [added: She] served as vice president – general manager, home care from October 2014 to August 2016.

Ms. Rendle joined the Company in [removed: 2003 and has served in various roles.][added: 2003.]

From May 2011 to April [removed: 2012] [added: 2012,] he was director, [removed: International] [added: international] business development.

Mr. Reynolds joined the Company in [removed: 1998 and has served in various roles.][added: 1998.]

[removed: Manjit Singh] [added: McNulty] is the senior vice president [removed: –] [added: and] chief information officer of the Company, a position he has held since [removed: December 2014.][added: July 2018.]

| Jon Balousek | 49 | 2013 | Executive Vice President – Specialty and Corporate Development |

| Diego J. Barral | 48 | 2018 | Senior Vice President – General Manager, International Division |

| Kevin B. Jacobsen | 52 | 2018 | Senior Vice President – Chief Financial Officer |

| Andrew J. Mowery | 52 | 2018 | Senior Vice President – Chief Product Supply Officer |

Mr. Dorer joined the Company in 2005.

Prior to joining the Company, he served in various roles at The Procter & Gamble Company.

Jon Balousek is the executive vice president – specialty and corporate development of the Company, having served as executive vice president since June 2018, and having taken on responsibility for corporate development in June 2018.

Linda Rendle is the executive vice president – cleaning and strategy of the Company, having served as executive vice president since June 2018, and having taken on strategy in June 2018.

Diego J.

Prior to this role, he served as vice president – general manager, Latin America, from January 2012 to April 2018.

Prior to this role, he served as senior vice president – international from September 2013 to April 2018.

Kevin B.

Mr. Jacobsen joined the Company in 1995 and has held a number of senior leadership roles in the Company's finance department over the years, including serving as the finance leader for the specialty division, head of finance for Brazil operation, the product supply organization and various business units.

John J.

Prior to this role, he served as vice president – global support and delivery from January 2018 to June 2018.

From July 2016 to January 2018, he was vice president – performance management.

Prior to joining the Company, he served as a partner at Nathanson and Company from September 2000 to July 2016.

Mr. McNulty joined the Company in 2016.

Andrew J.

He served as vice president – global strategic sourcing & supply chain strategy from April 2011 to February 2014.

Mr. Mowery joined the Company as vice president – global strategic sourcing in April 2009.

Prior to joining the Company, he worked in a variety of supply chain roles at Johnson & Johnson from 1988 to 2009.

| James Foster | 54 | 2009 | Executive Vice President – Product Supply, Enterprise Performance and IT |

| Stephen M. Robb | 52 | 2011 | Executive Vice President – Chief Financial Officer |

Mr. Foster joined the Company in 1997 and has served in various roles.

Stephen M.

From January 2011 until November 2011, he served as vice president – global finance.

He served as vice president – financial planning & analysis from October 2004 to January 2011.

Mr. Robb joined the Company in 1989 and has served in various roles.

She served as vice president – general

In August 2016, he joined the Company’s executive committee.

Prior to joining the Company, he served as head of vertical consulting at Box, Inc., from February 2014 to November 2014.

From September 2010 to January 2013, he served as global chief information officer at Las Vegas Sands Corp.

The number of record holders of the Company’s common stock as of July [removed: 28, 2017,] [added: 27, 2018,] was [removed: 10,736] [added: 10,422] based on information provided by the Company’s transfer agent.

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 fourth quarter of fiscal year [removed: 2017.][added: 2018.]

| Period | Total Number of Shares (or Units) Purchased (1) | | | Average Price Paid per Share (or Unit) [added: (2)] | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs |

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 and replaced the prior open-market purchase program with an authorized aggregate purchase amount of up to $750 million which had not been utilized prior to termination in May 2018.

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.

| April 1 to 30, 2018 | — | | | $ | — | | | — | | | $750 million |

| May 1 to 31, 2018 | 850,000 | | | 120.06 | | | | 850,000 | | | $1,996 million |

| June 1 to 30, 2018 | 845,000 | | | 126.59 | | | | 845,000 | | | $1,905 million |

| | 1,695,000 | | | $ | 123.32 | | | 1,695,000 | | | |

| (1) | Of the shares purchased in May 2018, 815,457 shares were acquired pursuant to the Company’s Evergreen Program and 34,543 shares were acquired pursuant to the Company’s 2018 Open-Market Program. Of the shares purchased in June 2018, 714,179 shares were acquired pursuant to the 2018 Open-Market Program and 130,821 shares were acquired pursuant to the Evergreen Program. |

| (2) | Average price paid per share in the period includes commission. |

| April 1 to 30, 2017 | — | | | $ | — | | | — | | | (2) |

| May 1 to 31, 2017 | — | | | — | | | | — | | | (2) |

| June 1 to 30, 2017 | 50,000 | | | 133.72 | | | | 50,000 | | | (2) |

| | 50,000 | | | $ | 133.72 | | | 50,000 | | | |

| (1) | Shares purchased in June 2017 were acquired pursuant to the Company’s share repurchase program to offset the impact of share dilution related to share-based awards (the Evergreen Program). |

| (2) | The Company has two share repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $750 million, all of which was available for share repurchases as of June 30, 2017, and the Evergreen Program, the purpose of which is to offset the anticipated impact of share dilution related to share-based awards and which has no authorization limit as to the amount or timing of repurchases. |

The Company’s independent registered public accounting firm, Ernst & Young, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2017.][added: 2018.]

No change in the Company’s internal control over financial reporting occurred during the fourth fiscal quarter of the fiscal year ended June 30, [removed: 2017,] [added: 2018,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Code of Conduct is located on the Company’s website at TheCloroxCompany.com under Who We [removed: Are//Corporate] [added: Are/Corporate] Governance/Code of Conduct or https://www.thecloroxcompany.com/who-we-are/corporate-governance/codes-of-conduct/.

Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

Consolidated Balance Sheets as of June 30, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

| [removed: 3.2] [added: [3.2](http://www.sec.gov/Archives/edgar/data/21076/000120677416007192/clorox3118954-ex32.htm)] | | [removed: Bylaws] [added: [Bylaws] (amended and [removed: restated).] [added: restated).](http://www.sec.gov/Archives/edgar/data/21076/000120677416007192/clorox3118954-ex32.htm)] | | 8-K | | 001-07151 | | 3.2 | | September 15, 2016 |

| [removed: 3.3] [added: [3.3](http://www.sec.gov/Archives/edgar/data/21076/000120677411001563/exhibit3-1.htm)] | | [removed: Certificate] [added: [Certificate] of Designations for The Clorox Company Series A Junior Participating Preferred [removed: Stock.] [added: Stock.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001563/exhibit3-1.htm)] | | 8-K | | 001-07151 | | 3.1 | | July 19, 2011 |

| [removed: 4.1] [added: [4.1](http://www.sec.gov/Archives/edgar/data/21076/000002107604000113/ex41123.htm)] | | [removed: Indenture,] [added: [Indenture,] dated as of December 3, 2004, between the Company and The Bank of New York Trust Company N.A., as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000002107604000113/ex41123.htm)] | | 8-K | | 001-07151 | | 4.1 | | December 3, 2004 |

| [removed: 4.2] [added: [4.2](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] | | [removed: Indenture,] [added: [Indenture,] dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] | | S-3ASR | | 333-200722 | | 4.1 | | December 4, 2014 |

| [removed: 4.3] [added: [4.3](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm)] | | [removed: First] [added: [First] Supplemental Indenture, dated as of November 9, 2009, among the Company, The Bank of New York Trust Company N.A., and Wells Fargo Bank, National Association, as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm)] | | S-3ASR | | 333-200722 | | 4.2 | | December 4, 2014 |

| [removed: 4.4] [added: [4.4](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex43.htm)] | | [removed: Second] [added: [Second] Supplemental Indenture, dated as of November 9, 2009, between the Company and Wells Fargo Bank, National Association, as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex43.htm)] | | S-3ASR | | 333-200722 | | 4.3 | | December 4, 2014 |

| [removed: 4.5] [added: [4.5](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex44.htm)] | | [removed: Third] [added: [Third] Supplemental Indenture, dated as of November 17, 2011, between the company and Wells Fargo Bank, National Association, as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex44.htm)] | | S-3ASR | | 333-200722 | | 4.4 | | December 4, 2014 |

| [removed: 4.6] [added: [4.6](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] | | [removed: Fourth] [added: [Fourth] Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as [removed: trustee.] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] | | S-3ASR | | 333-200722 | | 4.5 | | December 4, 2014 |

| [removed: 4.7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] | | [removed: Fifth] [added: [Fifth] Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as [removed: trustee] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] | | 8-K | | 001-07151 | | 4.1 | | December 9, 2014 |

| [removed: 10.1*] [added: [10.1*](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm)] | | [removed: The] [added: [The] Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm)] | | 10-Q | | 001-07151 | | 10.55 | | May 2, 2008 |

| [removed: 10.2*] [added: [10.2*](http://www.sec.gov/Archives/edgar/data/21076/000002107604000063/ex10x.htm)] | | [removed: The] [added: [The] Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, [removed: 2004.] [added: 2004.](http://www.sec.gov/Archives/edgar/data/21076/000002107604000063/ex10x.htm)] | | 10-K | | 001-07151 | | 10(x) | | August 27, 2004 |

| [removed: 10.3*] [added: [10.3*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex103.htm)] | | [removed: Amendment] [added: [Amendment] No.1 to The Clorox Company Non-Qualified Deferred Compensation [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex103.htm)] | | 10-K | | 001-07151 | | 10.3 | | August 16, 2016 |

| [removed: 10.4*] [added: [10.4*](http://www.sec.gov/Archives/edgar/data/21076/000120677414002682/exhibit10-8.htm)] | | [removed: The] [added: [The] Clorox Company Annual Incentive Plan, amended and restated as of September 17, [removed: 2013.] [added: 2013.](http://www.sec.gov/Archives/edgar/data/21076/000120677414002682/exhibit10-8.htm)] | | 10-K | | 001-07151 | | 10.8 | | August 25, 2014 |

| [removed: 10.5*] [added: [10.5*](http://www.sec.gov/Archives/edgar/data/21076/000120677413000474/exhibit10-1.htm)] | | [removed: The] [added: [The] Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 14, [removed: 2012.] [added: 2012.](http://www.sec.gov/Archives/edgar/data/21076/000120677413000474/exhibit10-1.htm)] | | 10-Q | | 001-07151 | | 10.1 | | February 5, 2013 |

| [removed: 10.6*] [added: [10.6*](http://www.sec.gov/Archives/edgar/data/21076/000120677415003375/exhibit10-1.htm)] | | [removed: Form] [added: [Form] of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in [removed: 2014.] [added: 2015.](http://www.sec.gov/Archives/edgar/data/21076/000120677415003375/exhibit10-1.htm)] | | [removed: 10-K] [added: 10-Q] | | 001-07151 | | [removed: 10.9] [added: 10.1] | | [removed: August 21,] [added: November 2,] 2015 |

| [removed: 10.7*] [added: [10.7*](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] | | [removed: Form] [added: [Form] of Performance Share Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive Plan for awards made in [removed: 2015.] [added: 2016.](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] | | 10-Q | | 001-07151 | | 10.1 | | November 2, [removed: 2015] [added: 2016] |

| [removed: 10.8*] [added: [10.8*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] | | [removed: Form] [added: [Form] of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in [removed: 2016.] [added: 2017.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] | | 10-Q | | 001-07151 | | [removed: 10.1] [added: 10.2] | | November [removed: 2, 2016] [added: 1, 2017] |

| [removed: 10.9*] [added: [10.9*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit101.htm)] | | [removed: Form] [added: [Form] of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit101.htm)] | | [removed: 10-K] [added: 10-Q] | | 001-07151 | | [removed: 10.13] [added: 10.1] | | [removed: August 23, 2013] [added: November 1, 2017] |

| [removed: 10.10*] [added: [10.10*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit103.htm)] | | [removed: Form] [added: [Form] of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit103.htm)] | | 10-Q | | 001-07151 | | [removed: 10.2] [added: 10.3] | | November [removed: 2, 2016] [added: 1, 2017] |

| [removed: 10.11*] [added: [10.11*](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)] | | [removed: The] [added: [The] Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)] | | 10-K | | 001-07151 | | 10.18 | | August 19, 2008 |

| [removed: 10.12*] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)] | | [removed: Amendment] [added: [Amendment] No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)] | | 10-K | | 001-07151 | | 10.18 | | August 26, 2011 |

| [removed: 10.13*] [added: [10.13*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)] | | [removed: Amendment] [added: [Amendment] No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)] | | 10-K | | 001-07151 | | 10.13 | | August 16, 2016 |

| [removed: 10.14*] [added: [10.14*](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)] | | [removed: The] [added: [The] Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, [removed: 2009.] [added: 2009.](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)] | | 10-Q | | 001-07151 | | 10.17 | | November 3, 2009 |

| [removed: 10.15*] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)] | | [removed: Amendment] [added: [Amendment] No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, [removed: 2011.] [added: 2011.](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)] | | 10-Q | | 001-07151 | | 10.21 | | November 3, 2011 |

| [removed: 10.16*] [added: [10.16*](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)] | | [removed: Amendment] [added: [Amendment] No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, [removed: 2012.] [added: 2012.](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)] | | 10-Q | | 001-07151 | | 10.2 | | November 2, 2012 |

| [removed: 10.17*] [added: [10.18*](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1058.htm)] | | [removed: The] [added: [The] Clorox Company Executive Incentive Compensation Plan, amended and restated as of February 7, [removed: 2008.] [added: 2008.](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1058.htm)] | | 10-Q | | 001-07151 | | 10.58 | | May 2, 2008 |

| [removed: 10.18*] [added: [10.19*](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)] | | [removed: Form] [added: [Form] of Indemnification [removed: Agreement.] [added: Agreement.](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)] | | 10-Q | | 001-07151 | | 10.27 | | May 4, 2010 |

| [removed: 10.19*] [added: [10.20*](http://www.sec.gov/Archives/edgar/data/21076/000120677415000394/exhibit10-1.htm)] | | [removed: First] [added: [First] Amended and Restated Executive Change in Control Severance Plan, effective November 20, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/21076/000120677415000394/exhibit10-1.htm)] | | 10-Q | | 001-07151 | | 10.1 | | February 5, 2015 |

| [removed: 10.20*] [added: [10.21*](http://www.sec.gov/Archives/edgar/data/21076/000120677415000394/exhibit10-2.htm)] | | [removed: Severance] [added: [Severance] Plan for Clorox Executive Committee Members, amended and restated effective November 20, [removed: 2014.] [added: 2014.](http://www.sec.gov/Archives/edgar/data/21076/000120677415000394/exhibit10-2.htm)] | | 10-Q | | 001-07151 | | 10.2 | | February 5, 2015 |

| [removed: 10.21*] [added: [10.22*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)] | | [removed: The] [added: [The] Clorox Company Executive Retirement Plan, effective as of July 1, [removed: 2011.] [added: 2011.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)] | | 10-Q | | 001-07151 | | 10.27 | | May 4, 2011 |

| [removed: 10.22*] [added: [10.23*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)] | | [removed: Amendment] [added: [Amendment] No. 1 to The Clorox Company Executive Retirement [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)] | | 10-K | | 001-07151 | | 10.22 | | August 16, 2016 |

| [removed: 10.23*] [added: [10.24*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)] | | [removed: The] [added: [The] Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, [removed: 2011.] [added: 2011.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)] | | 10-K | | 001-07151 | | 10.29 | | August 26, 2011 |

| [removed: 10.24*] [added: [10.25*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)] | | [removed: Amendment] [added: [Amendment] No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation [removed: Plan.] [added: Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)] | | 10-K | | 001-07151 | | 10.24 | | August 16, 2016 |

| [removed: 10.25] [added: [10.27](http://www.sec.gov/Archives/edgar/data/21076/000120677417000387/clorox3210031-ex101.htm)] | | [removed: Credit] [added: [Credit] Agreement dated as of February 8, 2017, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and Citibank, N.A., as Servicing [removed: Agent.] [added: Agent.](http://www.sec.gov/Archives/edgar/data/21076/000120677417000387/clorox3210031-ex101.htm)] | | 8-K | | 001-07151 | | 10.1 | | February 10, 2017 |

| [removed: 10.26] [added: [10.28](http://www.sec.gov/Archives/edgar/data/21076/000120677416007290/clorox3118957-ex1026.htm)] | | [removed: Amended] [added: [Amended] and Restated Joint Venture Agreement dated as of January 31, 2003, between The Glad Products Company and certain affiliates and The Procter and Gamble Company and certain [removed: affiliates.] [added: affiliates.](http://www.sec.gov/Archives/edgar/data/21076/000120677416007290/clorox3118957-ex1026.htm)] | | 10-K/A | | 001-07151 | | 10.26 | | September 30, 2016 |

INDEX TO EXHIBITS

| [3.1](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm) | | [Restated Certificate of Incorporation.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm) | | | | | | | | |

| [4.8](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm) | | [Sixth Supplemental Indenture, dated as of September 28, 2017, between the Company and Wells Fargo Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm) | | 8-K | | 001-07151 | | 4.1 | | September 28, 2017 |

| [4.9](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm) | | [Seventh Supplemental Indenture, dated as of May 9, 2018, between the Company and Wells Fargo Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm) | | 8-K | | 001-07151 | | 4.1 | | May 9, 2018 |

| [10.17*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm) | | [Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm) | | 10-Q | | 001-07151 | | 10.1 | | May 2, 2018 |

| [10.26*](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm) | | [The Clorox Company Director Equity Award Policy, effective as of November 15, 2017.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm) | | | | | | | | |

| [10.29](http://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit102.htm) | | [Amendment No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 15, 2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit102.htm) | | 10-Q | | 001-07151 | | 10.2 | | February 2, 2018 |

| [10.30](http://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit101.htm) | | [First Extension and Amendment of the Amended and Restated Joint Venture Agreement, dated as of December 20, 2017, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit101.htm) | | 10-Q | | 001-07151 | | 10.1 | | February 2, 2018 |

| [21](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex21final.htm) | | [Subsidiaries](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex21final.htm). | | | | | | | | |

| [99.3](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99310k.htm) | | [Reconciliation of Economic Profit (Unaudited).](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99310k.htm) | | | | | | | | |

| 3.1 | | Restated Certificate of Incorporation. | | 10-Q | | 001-07151 | | 3(iii) | | February 14, 2000 |

| 21.0 | | Subsidiaries. | | | | | | | | |

| 99.3 | | Reconciliation of Economic Profit (Unaudited). | | | | | | | | |

| Date: August [removed: 15, 2017] [added: 14, 2018] | By: | /s/ Benno Dorer |

| /s/ A. Banse | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ R. H. Carmona | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ S. C. Fleischer | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ E. Lee | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ [removed: A.D.D.] [added: A. D. D.] Mackay | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| [removed: A.D.D.] [added: A. D. D.] Mackay | | | | |

| /s/ R. W. Matschullat | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ J. Noddle | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ P. Thomas-Graham | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ C. M. Ticknor | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ [removed: R.J.] [added: R. J.] Weiner | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| [removed: R.J.] [added: R. J.] Weiner | | | | |

| /s/ C. J. Williams | | Director | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ B. Dorer | | Chairman and Chief Executive Officer (Principal Executive Officer) | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ [removed: S. M. Robb] [added: K. B. Jacobsen] | | [removed: Executive] [added: Senior] Vice President [removed: —] [added: –] Chief Financial Officer (Principal Financial Officer) | | August [removed: 15, 2017] [added: 14, 2018] |

| /s/ J. [added: R.] Baker | | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | August [removed: 15, 2017] [added: 14, 2018] |

| J. [added: R.] Baker | | | | |

| /s/ M. J. Shattock | | Director | | August 14, 2018 |

| M. J. Shattock | | | | |

| K. B. Jacobsen | | | | |

| S. M. Robb | | | | |

INDEX OF EXHIBITS

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | Incorporated by Reference | | | | | | |

| Exhibit Number | | Exhibit Description | | Form | | File No. | | Exhibit | | Filing Date |

| 3.1 | | Restated Certificate of Incorporation. | | 10-Q | | 001-07151 | | 3(iii) | | February 14, 2000 |

| 3.2 | | Bylaws (amended and restated). | | 8-K | | 001-07151 | | 3.2 | | September 15, 2016 |

| 3.3 | | Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock. | | 8-K | | 001-07151 | | 3.1 | | July 19, 2011 |

| 4.1 | | Indenture, dated as of December 3, 2004, between the Company and The Bank of New York Trust Company N.A., as trustee. | | 8-K | | 001-07151 | | 4.1 | | December 3, 2004 |

| 4.2 | | Indenture, dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee. | | S-3ASR | | 333-200722 | | 4.1 | | December 4, 2014 |

| 4.3 | | First Supplemental Indenture, dated as of November 9, 2009, among the Company, The Bank of New York Trust Company N.A., and Wells Fargo Bank, National Association, as trustee. | | S-3ASR | | 333-200722 | | 4.2 | | December 4, 2014 |

| 4.4 | | Second Supplemental Indenture, dated as of November 9, 2009, between the Company and Wells Fargo Bank, National Association, as trustee. | | S-3ASR | | 333-200722 | | 4.3 | | December 4, 2014 |

| 4.5 | | Third Supplemental Indenture, dated as of November 17, 2011, between the company and Wells Fargo Bank, National Association, as trustee. | | S-3ASR | | 333-200722 | | 4.4 | | December 4, 2014 |

| 4.6 | | Fourth Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee. | | S-3ASR | | 333-200722 | | 4.5 | | December 4, 2014 |

| 4.7 | | Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee | | 8-K | | 001-07151 | | 4.1 | | December 9, 2014 |

| 10.1* | | The Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, 2008. | | 10-Q | | 001-07151 | | 10.55 | | May 2, 2008 |

| 10.2* | | The Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, 2004. | | 10-K | | 001-07151 | | 10(x) | | August 27, 2004 |

| 10.3* | | Amendment No.1 to The Clorox Company Non-Qualified Deferred Compensation Plan. | | 10-K | | 001-07151 | | 10.3 | | August 16, 2016 |

| 10.4* | | The Clorox Company Annual Incentive Plan, amended and restated as of September 17, 2013. | | 10-K | | 001-07151 | | 10.8 | | August 25, 2014 |

| 10.5* | | The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 14, 2012. | | 10-Q | | 001-07151 | | 10.1 | | February 5, 2013 |

| 10.6* | | Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2014. | | 10-K | | 001-07151 | | 10.9 | | August 21, 2015 |

| 10.7* | | Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2015. | | 10-Q | | 001-07151 | | 10.1 | | November 2, 2015 |

| 10.8* | | Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2016. | | 10-Q | | 001-07151 | | 10.1 | | November 2, 2016 |

| 10.9* | | Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan. | | 10-K | | 001-07151 | | 10.13 | | August 23, 2013 |

| 10.10* | | Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan. | | 10-Q | | 001-07151 | | 10.2 | | November 2, 2016 |

| 10.11* | | The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, 2008. | | 10-K | | 001-07151 | | 10.18 | | August 19, 2008 |

| 10.12* | | Amendment No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. | | 10-K | | 001-07151 | | 10.18 | | August 26, 2011 |

| 10.13* | | Amendment No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. | | 10-K | | 001-07151 | | 10.13 | | August 16, 2016 |

| 10.14* | | The Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, 2009. | | 10-Q | | 001-07151 | | 10.17 | | November 3, 2009 |

| 10.15* | | Amendment No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, 2011. | | 10-Q | | 001-07151 | | 10.21 | | November 3, 2011 |

| 10.16* | | Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, 2012. | | 10-Q | | 001-07151 | | 10.2 | | November 2, 2012 |

| 10.17* | | The Clorox Company Executive Incentive Compensation Plan, amended and restated as of February 7, 2008. | | 10-Q | | 001-07151 | | 10.58 | | May 2, 2008 |

| 10.18* | | Form of Indemnification Agreement. | | 10-Q | | 001-07151 | | 10.27 | | May 4, 2010 |

| 10.19* | | First Amended and Restated Executive Change in Control Severance Plan, effective November 20, 2014. | | 10-Q | | 001-07151 | | 10.1 | | February 5, 2015 |

| 10.20* | | Severance Plan for Clorox Executive Committee Members, amended and restated effective November 20, 2014. | | 10-Q | | 001-07151 | | 10.2 | | February 5, 2015 |

| 10.21* | | The Clorox Company Executive Retirement Plan, effective as of July 1, 2011. | | 10-Q | | 001-07151 | | 10.27 | | May 4, 2011 |

| 10.22* | | Amendment No. 1 to The Clorox Company Executive Retirement Plan. | | 10-K | | 001-07151 | | 10.22 | | August 16, 2016 |

| 10.23* | | The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011. | | 10-K | | 001-07151 | | 10.29 | | August 26, 2011 |

| 10.24* | | Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan. | | 10-K | | 001-07151 | | 10.24 | | August 16, 2016 |