Clorox (CLX) 10-K risk factor changes: FY2019 vs FY2018

Additional risks and uncertainties that are not currently known to the Company or that are not currently believed by the Company to be material may also harm the Company’s [removed: business operations and] [added: business,] financial [removed: results.][added: condition and results of operations.]

[removed: The] [added: The] Company faces intense competition in its markets, which could lead to reduced net sales, net earnings and cash [removed: flow.][added: flow.]

Most of the Company’s products compete with other widely [removed: advertised] [added: advertised, promoted and merchandised] brands within each product category.

The Company also faces competition from retailers, including club stores, grocery stores, [added: drugstores,] dollar stores, mass merchandisers, e-commerce retailers and subscription services, which are increasingly offering “private label” brands that are typically sold at lower prices and compete with the Company’s products in certain categories.

Competitive activity may require the Company to increase its spending on advertising and promotions and/or reduce prices, which could lead to reduced [removed: net earnings] [added: sales, margins] and [removed: adversely affect growth.][added: net earnings.]

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

In particular, the growing presence of e-commerce retailers have affected, and may continue to affect, consumer preferences [added: (as consumers increasingly shop online)] and market dynamics.

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

If these alternative retail channels were to take significant market share away from traditional retailers and/or the Company is not successful in these alternative retail channels, our margins and results of operations may be [added: materially and] negatively impacted.

[removed: Volatility] [added: Volatility] and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services have negatively impacted, and may [added: continue to] negatively impact, the Company’s net earnings and cash [removed: flow.][added: 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, and increases in the cost of energy, transportation, labor and other necessary supplies or services have harmed, and may continue to harm, the Company’s [removed: profits and operating results.][added: results of operation.]

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

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

If such increases occur or exceed the Company’s estimates and the Company is not able to increase the prices of its products or achieve cost savings to offset such cost increases, its [removed: profits and operating] results [added: of operation] will be harmed.

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

While the Company seeks to project tradeoffs between price increases and volume, its projections may not accurately predict the volume impact of price increases, which could adversely affect its [added: business,] financial condition and results of operations.

[removed: Sales] [added: Sales] growth objectives may be difficult to achieve, the Company may not be able to successfully implement price increases, and market and category declines and changes to the Company’s product and geographic mix may adversely impact the Company’s financial [removed: results.][added: condition and results of operations.]

During fiscal year [removed: 2018, 84%] [added: 2019, 85%] of the Company’s net sales were generated in U.S. markets, including U.S. territories.

The Company’s ability to achieve sales growth depends on its ability to drive growth through innovation, [removed: expansion] [added: expand] into new products and categories, channels and countries, [removed: investment] [added: invest] in its established brands and enhanced [removed: merchandising] [added: merchandising, grow categories with retailers] and [removed: its ability to] capture market share from competitors.

[removed: The Company's ability to achieve sales growth also depends on foreign currency fluctuations, a] [added: A] weakening of foreign currencies in which sales are generated relative to the [removed: currencies in which costs are denominated] [added: Company’s reporting currency (U.S. Dollars)] would decrease net sales.

The Company has recently implemented price increases [removed: 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.

Even when the Company is successful in increasing market share within particular product categories, a decline in the markets for such product categories has had and can continue to have a negative impact on the Company’s financial [removed: results.][added: condition and results of operation.]

[removed: Dependence] [added: Dependence] on key customers could adversely affect the Company’s business, financial condition and results of [removed: operations.][added: operations.]

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were [removed: 26%,] [added: 25%,] 26% and [removed: 27%] [added: 26%] of consolidated net sales for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016,] [added: 2017,] respectively, and occurred across all of the Company’s reportable segments.

The Company’s five largest customers accounted for nearly half of the [removed: Company's] [added: Company’s] consolidated net sales for each of the fiscal years [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] and a significant portion of the [removed: Company's] [added: 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 [removed: new] [added: new,] innovative products to consumers.

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

[removed: Cyber-attacks,] [added: Cyber-attacks,] privacy breaches, data breaches or a failure of key information technology systems could [removed: adversely impact] [added: have a material adverse effect on] the Company’s [removed: business] [added: business, financial condition] and [removed: reputation.][added: results of operation and its reputation.]

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

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 [removed: parties,] [added: parties;] ordering and managing materials from [removed: suppliers,] [added: suppliers;] converting materials to finished [removed: products,] [added: products;] receiving and processing purchase orders and shipping products to [removed: customers,] [added: customers;] processing [removed: transactions,] [added: transactions; storing, processing and transmitting data, including personal confidential information and payment card industry data;] hosting, processing and sharing confidential and proprietary research, business and financial [removed: information,] [added: information;] summarizing and reporting results of [removed: operations,] [added: operations;] complying with financial reporting, regulatory, legal and tax [removed: requirements] [added: requirements;] and implementing other processes involved in managing the business.

Although the Company [removed: has made progress with its implementation of] [added: continuously implements] enterprise-wide upgrades to its hardware, software and operating systems, [added: the Company continues to utilize various] legacy systems, which may be vulnerable to increased [removed: risk, still remain.][added: risks, including the risk of system failures and disruptions.]

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

If a new system does not function properly, [added: or is not adequately supported by third-party service providers and processes,] it could affect the [removed: Company's] [added: Company’s] ability to process and deliver customer orders and process and receive payments for its products.

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

Although the Company has a broad array of network and information security measures in place and provides employee awareness regarding phishing, malware and other cyber risks, the information technology 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 breaches, unauthorized access attempts, phishing attacks and other disruptions from employee error, unauthorized [removed: uses or] [added: uses,] system failures, including Internet [removed: outages.][added: outages, unintentional or malicious actions of employees or contractors or cyber-attacks by hackers, criminal groups, nation-state organizations or social-activist organizations.]

Cyber threats are becoming more [removed: sophisticated and] [added: sophisticated, are] constantly evolving and [added: are being made by groups and individuals with a wide range of expertise and motives, and] this increases the difficulty of detecting and successfully defending against them.

Furthermore, the Company sells [added: certain of] its Burt’s Bees® natural personal care products, RenewLife® digestive health products, [added: and] 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 [removed: it] [added: the Company] or its vendors could experience cyber-attacks, privacy breaches, data breaches or other incidents that may result in unauthorized [added: access,] disclosure and misuse of consumer, customer, employee, vendor or Company information.

The Company is subject to laws of various countries where it operates or does business related to solicitation, collection, [removed: processing] [added: processing, transferring, storing] or use of consumer, customer, vendor or employee information or related data, including the European [removed: Union's] [added: Union’s] General Data Protection [removed: Regulation,] [added: Regulation (“GDPR”),] which [removed: recently] went into [removed: effect.][added: effect in May 2018, and the California Consumer Privacy Act of 2018 (“CCPA”), which goes into effect on January 1, 2020.]

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

[removed: Harm] [added: Harm] to the Company’s reputation or the reputation of one or more of its leading brands [added: or products] could have an adverse effect on the [removed: business.][added: business, financial condition and results of operations.]

In addition, a growing number of alternative sales channels and business models, such as niche brands, native online brands, private label and store brands, direct-to-consumer brands and channels and discounter channels, have emerged in the markets we serve.

Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer demographics, including the aging of the general population and the emergence of millennial and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding packaging materials, including plastic packaging, and their environmental impact or sustainability; a growing demand for natural or organic products and ingredients; and evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products.

The Company’s ability to achieve sales growth also depends on foreign currency fluctuations.

In addition, our competitors may or may not take competitive actions, which may lead to sales declines and loss of market share.

If such systems are not successfully upgraded or replaced in a timely manner, system outages, disruptions or delays, or other issues may arise.

The changes introduced by the GDPR and the CCPA increase the complexity of regulations enacted to protect business and personal data and they subject the Company to additional costs and have required, and may in the future require, costly changes to the Company’s security systems, policies, procedures and practices.

In particular, the Company’s dietary supplement and related products are highly dependent on consumers’ perception of the efficacy, safety and quality of our products, as well as similar products distributed by other companies, and may be supported by only a limited number of conclusive clinical studies.

Newly published clinical studies and emerging studies could prove or allege that ingredients in our dietary supplement products or the products themselves (or similar products of other companies) are ineffective or harmful to consumers.

The occurrence of any of these risks or uncertainties with regard to any acquisitions, divestitures or joint ventures may have a material adverse effect on the Company’s business, financial condition and results of operations.

In addition, any future government shutdowns may result in delays in the acceptance, review and approval of products or claims by the EPA or other governmental agencies, or other required governmental approvals.

The Company is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.

There is significant uncertainty with respect to compliance with such privacy and data protection laws and regulations, including with respect to the GDPR and the CCPA, because they are continuously developing and evolving.

The changes introduced by the GDPR and the CCPA, as well as any other changes to existing privacy and data protection laws and regulations and the introduction of similar laws and regulations in other jurisdictions, have subjected, and may continue in the future to subject, the Company to additional costs and have required, and may in the future require, costly changes to the Company’s security systems, policies, procedures and practices.

The Company’s efforts to comply with privacy and data protection laws and regulations may impose significant costs and challenges that are likely to increase over time, which could have a material effect on the Company’s financial condition and results of operations.

Any of these developments could increase the Company’s costs significantly, which could have a material effect on the Company’s financial condition and results of operations.

Any significant decrease in customers’ purchases of the Company’s products or inability of the Company to collect accounts receivable resulting from an adverse impact of the global markets on customers’ financial condition could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company is subject to risks related to its international operations and international trade, including exposure to foreign currency fluctuations and the imposition of new or additional tariffs.

In addition, the ongoing negotiations surrounding the United Kingdom’s exit from the European Union (“Brexit”) have yet to provide clarity on what the outcome will be for the United Kingdom or Europe.

Increased focus by governmental and non-governmental organizations, customers, consumers and investors on sustainability issues, including those related to climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

As climate change, land use, water use, deforestation, recyclability or recoverability of packaging, including single-use and other plastic packaging, and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers, consumers and investors are increasingly focusing on these issues.

In particular, changing consumer preferences may result in increased customer and consumer concerns and demands regarding packaging materials, including plastic packaging, and their environmental impact of sustainability, a growing demand for natural or organic products and ingredients, or increased consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products.

This increased focus on environmental issues and sustainability may result in new or increased regulations and customer and investor demands that could cause us to incur additional costs or to make changes to our operations to comply with any such regulations and demands.

Concern over climate change may result in new or increased legal and regulatory requirements to reduce or mitigate the effects of climate change on the environment.

Increased costs of energy or compliance with emissions standards due to increased legal or regulatory requirements may cause disruptions in or increased costs associated with manufacturing our products.

In addition, any failure to achieve our goals with respect to reducing our impact on the environment or perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning climate change or other sustainability concerns could adversely affect our business and reputation.

While our accounting for the recorded impact of the Tax Act is deemed to be complete, these amounts are based on prevailing regulations and currently available information, and any additional guidance issued by the Internal Revenue Service could impact our recorded amounts in future periods.

When the Company is required to comply with new or revised accounting standards, it must make any appropriate changes to its internal control over financial reporting to fully implement the standards, which may require significant effort and judgment.

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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 data, including the European Union's General Data Protection Regulation.

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

If customers’ financial conditions are adversely affected, customers may reduce their purchases of the Company’s products or the Company may not be able to collect accounts receivable, each of which could have a material adverse impact on the Company’s business operations or financial results.

| • | risks related to the Company’s discontinued operations in Venezuela. |

The Company anticipates these cost savings will result from reducing material costs and manufacturing inefficiencies and realizing productivity gains, distribution efficiencies and overhead reductions.

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.

The Company is subject to risks related to its discontinued operations in Venezuela.

On September 26, 2014, the Company reported that Venezuelan Vice President Jorge Arreaza announced, with endorsement by President Nicolás Maduro, that the Venezuelan government had occupied the production facilities of the Company’s Venezuela subsidiary.

On November 6, 2014, the Company reported that the Venezuelan government had published a resolution granting a government-sponsored Special Administrative Board full authority to restart and operate the business formerly operated by the Company’s Venezuela subsidiary, thereby reaffirming the government’s expropriation of its assets.

Any restarting of operations in Venezuela is or would be without the consent or involvement of the Company and its affiliates, and any resumed production processes would be outside the Company’s control.

The Company is subject to routine litigation incidental to its business in the United States and in international locations, including various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, commercial, administrative, [removed: employment] [added: employment,] antitrust, securities, consumer class actions and other matters.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

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

| [added: |] for the fiscal year ended [added: |] June 30, [removed: 2018 |] [added: 2019] |

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

| for the transition period from__________to__________. | | [added: |]

| | Commission file number: [added: |] 1-07151 |

[removed: THE] [added: THE] CLOROX [removed: COMPANY][added: COMPANY]

| [removed: Delaware] [added: Delaware] | [removed: 31-0595760] | [added: 31-0595760 |]

| (State or other jurisdiction of | [added: |] (I.R.S. Employer |

| incorporation or organization) | [added: |] Identification Number) |

[removed: | 1221 Broadway, Oakland, California 94612-1888 | |][added: 1221 Broadway, Oakland, California 94612-1888]

| (Address of principal executive offices) (ZIP code) | | [added: | | | |]

| [removed: (510) 271-7000] | | [added: (510) | 271-7000 | | |]

| (Registrant’s telephone number, including area code) | | [added: | | | |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:] [added: Act:] | | [added: | | | |]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [removed: Name] [added: | Trading Symbol(s) | | Name] of each exchange on which [removed: registered] [added: registered] | [added: |]

| Common Stock–$1.00 par value | [added: | CLX | |] New York Stock Exchange | [added: |]

| [removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:] [added: Act:] | | [added: | | | |]

| [removed: None] [added: None] | | [added: | | | |]

| [removed: (Title] [added: (Title] of [removed: class)] [added: class)] | | [added: | | | |]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [removed: þ] [added: ☑] No [removed: ¨][added: ☐]

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

Yes [removed: ¨] [added: ☐] No [removed: þ][added: ☑]

The aggregate market value of the registrant’s common stock held by non-affiliates as of December [removed: 29, 2017] [added: 31, 2018] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $19.2] [added: $19.7] billion.

As of July [removed: 27, 2018,] [added: 26, 2019,] there were [removed: 128,085,895] [added: 125,742,476] shares of the registrant’s common stock outstanding.

[removed: Documents] [added: Documents] Incorporated by [removed: Reference:][added: Reference:]

Portions of the registrant’s definitive proxy statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2018,] [added: 2019,] are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.

[removed: THE] [added: THE] CLOROX [removed: COMPANY][added: COMPANY]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM [removed: 10-K][added: 10-K]

[removed: FOR] [added: FOR] THE FISCAL YEAR ENDED JUNE [removed: 30, 2018][added: 30, 2019]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | | | | [removed: Page] [added: Page] |

| [removed: [Part I](#sA36500D242B85C66A750247D99C53DA6)] [added: [Part I](#s0E4E01CD56515172B2255D6AC0610C84)] | | [Item [removed: 1.](#s71AF8EC27B1E5B8BB1311D6D04E1D777)] [added: 1.](#s0C0353D6BC1352FCB0D44F9ED9F5BD1F)] | | [removed: [Business](#s71AF8EC27B1E5B8BB1311D6D04E1D777)] [added: [Business](#s0C0353D6BC1352FCB0D44F9ED9F5BD1F)] | [removed: [1](#sA36500D242B85C66A750247D99C53DA6)] [added: [1](#s0E4E01CD56515172B2255D6AC0610C84)] |

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| [Signatures](#s9526B8A3667F5A368AFE714256972F40) | | | | | [29](#s9526B8A3667F5A368AFE714256972F40) |

Since October 2013, the Company’s 2020 strategy has directed the Company to focus on the highest-value opportunities for profitable, sustainable and responsible growth, or Good Growth.

The Company launched new products in many categories in fiscal year 2019, including the Brita® Premium Filtering Water Bottle, Burt’s Bees® lip oils, Burt’s Bees® liquid lipsticks, Clorox® Ultra Clean disinfecting wipes, Clorox Scentiva™ disinfecting mopping cloths, Clorox Healthcare® VersaSure™ cleaner disinfectant wipes, Clorox® disinfecting bio stain & odor remover; Clorox® Ropa Quitamanchas Blanco Supremo; Fresh Step® Clean Paws® cat litter in new unscented and Mediterranean Lavender scent; Glad® 4-gallon bags in Beachside Breeze and Sweet Citron and Lime scents; Hidden Valley® Ranch ready-to-eat dips; Kingsford® 100% natural hardwood briquets; NeoCell® collagen protein peptides: unflavored, pomegranate açai and mandarin orange flavors; NeoCell® Gummy Glow; and Rainbow Light® prenatal Precious Gems™ gummies.

In May 2019, the Company announced an increase of 10% in its quarterly dividend.

The Company surpassed nearly all its public goals two years early, and all other areas remained on track.

The Company’s products are marketed and sold globally.

In addition, the Company faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services.

10-K 1 fy18clx10k.htm 10-K

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

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

| | | | | |

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

The Company’s 2020 strategy focuses on delivering long-term, profitable growth and total shareholder return.

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

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

Information about the results of each of the Company’s reportable segments for the last three fiscal years and total assets as of the end of the last two fiscal years, reconciled to the consolidated amounts, is set forth below.

Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate.

For additional information, refer to the information set forth under the caption “Segment Results from Continuing Operations” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1.

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

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

| (Dollars in millions) | Fiscal Year | | Cleaning | | | | Household | | | | Lifestyle | | | | International | | | | Corporate | | | | Total Company | | |

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

| | 2017 | | 2,002 | | | | 1,961 | | | | 1,000 | | | | 1,010 | | | | — | | | | 5,973 | | |

| | 2016 | | 1,912 | | | | 1,862 | | | | 990 | | | | 997 | | | | — | | | | 5,761 | | |

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

| 2017 | | 523 | | | | 419 | | | | 244 | | | | 81 | | | | (234 | | ) | | 1,033 | | | |

| 2016 | | 511 | | | | 428 | | | | 251 | | | | 66 | | | | (273 | | ) | | 983 | | | |

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

[removed: Since 2011, the] [added: The] Company [removed: has leased] [added: owns or leases various manufacturing, distribution, office and research and development facilities, including] a [added: leased] facility [removed: located] in Pleasanton, CA, which houses the Company’s primary research and development group as well as other administrative and operational support [removed: personnel.][added: personnel, and a leased office space in Oakland, CA for its corporate headquarters.]

Management believes the Company’s facilities are adequate to support the business efficiently.

Production and Distribution Facilities

The Company owns or leases and operates 21 manufacturing facilities in North America and owns or leases and operates 13 manufacturing facilities outside North America.

The Company also leases 6 regional distribution centers in North America and several other warehouse facilities in the U.S. and international markets.

Management believes the Company’s owned and leased production and distribution facilities are adequate to support the business efficiently, and that the Company’s properties and equipment have generally been well maintained.

The Company is continually performing a supply-chain efficiency analysis, which may lead to closures of domestic and international manufacturing facilities and the redistribution of production between its remaining facilities and contract manufacturers to optimize availability and capacity and to seek to reduce operating costs.

Offices and Research and Development Facilities

The facility features state-of-the-art labs and open work spaces to encourage creativity, collaboration and innovation.

The Company leases office space in Oakland, CA for its corporate headquarters.

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

The Company also conducts research and development activities and engineering research in leased facilities in Willowbrook, IL; Durham, NC; and Cincinnati, OH.

Leased sales offices and other facilities are located at a number of other locations.

Encumbrances

None of the Company’s owned facilities are encumbered to secure debt owed by the Company.

[removed: EXECUTIVE] [added: EXECUTIVE] OFFICERS OF THE [removed: REGISTRANT][added: REGISTRANT]

The names, ages, year first elected and current titles of each of the executive officers of the Company as of August [removed: 14, 2018,] [added: 13, 2019,] are set forth below:

| Benno Dorer | [removed: 54] [added: 55] | 2009 | [removed: Chairman] [added: Chair] and Chief Executive Officer |

| Laura Stein | [removed: 56] [added: 57] | 2005 | Executive Vice President – General Counsel and Corporate Affairs |

| Linda Rendle | [removed: 40] [added: 41] | 2016 | Executive Vice President – [removed: Cleaning and] [added: Cleaning, International,] Strategy [added: and Operations] |

| William S. Bailey | [removed: 52] [added: 53] | 2016 | Senior Vice President – Corporate [added: and] Business Development |

| Diego J. Barral | [removed: 48] [added: 49] | 2018 | Senior Vice President – General Manager, International Division |

| Michael R. Costello | [removed: 52] [added: 53] | 2011 | Senior Vice President – General Manager, Nutranext and RenewLife |

| Denise Garner | [removed: 55] [added: 56] | 2015 | Senior Vice President – Chief Innovation Officer |

| Kevin B. Jacobsen | [removed: 52] [added: 53] | 2018 | [removed: Senior] [added: Executive] Vice President – Chief Financial Officer |

| [removed: Matthew Laszlo] [added: Troy Datcher] | [removed: 48] [added: 51] | [removed: 2015] [added: 2019] | Senior Vice President – Chief Customer Officer |

| Kirsten Marriner | [removed: 45] [added: 46] | 2016 | [removed: Senior] [added: Executive] Vice President – Chief People Officer |

| John J. McNulty | [removed: 62] [added: 63] | 2018 | Senior Vice President – Chief Information Officer |

| Andrew J. Mowery | [removed: 52] [added: 53] | 2018 | Senior Vice President – Chief Product Supply Officer |

| [removed: Eric Reynolds] [added: Stacey Grier] | [removed: 48] [added: 56] | [removed: 2015] [added: 2019] | Senior Vice President – Chief Marketing Officer |

Benno Dorer is the [removed: chairman] [added: chair] and chief executive officer of the Company, a position he has held since August 2016.

[removed: Dawn Willoughby] [added: Stacey Grier] is the [removed: executive] [added: senior] vice president – chief [removed: operating] [added: marketing] officer of the Company, a position she has held since [removed: April 2017.][added: January 2019.]

[removed: Prior to this role, she] [added: She] served as [removed: executive] [added: senior] vice president – [removed: chief operating officer, cleaning, international and corporate strategy] [added: general manager, cleaning division] of the Company, [added: from August 2016 to June 2018,] having taken on responsibility for [removed: corporate strategy in August 2016; and cleaning and international in September 2014 and for] the professional products division in [removed: November 2014.][added: April 2017.]

Prior to this [removed: role,] [added: role] she served as senior vice president – [removed: general manager, cleaning division] [added: chief people officer] from [removed: January 2013] [added: March 2016] to [removed: September 2014.][added: January 2019.]

Ms. [removed: Willoughby] [added: Grier] joined the Company in [removed: 2001.][added: 2016.]

Prior to this role, he served as senior vice president – [removed: general manager, specialty division] [added: chief financial officer] from [removed: January 2013] [added: April 2018] to [removed: June 2018.][added: January 2019.]

Mr. [removed: Balousek] [added: Datcher first] joined the Company in [removed: 1991.][added: 1998.]

Linda Rendle is the executive vice president – [removed: cleaning and] [added: cleaning, international,] strategy [added: and operations] of the Company, [removed: having served as executive vice president] [added: a position she has held] since [removed: June 2018, and having taken on strategy in June 2018.][added: July 2019.]

Bailey is the senior vice president – corporate [added: and] business development of the Company, a position he has held since January 2016.

Costello is the senior vice president – general manager, Nutranext and RenewLife, [removed: a position he has held] [added: having taken on responsibility for Nutranext] since April [added: 2018 and RenewLife since May] 2018.

[removed: Jacobsen] [added: Troy Datcher] is the senior vice president – chief [removed: financial] [added: customer] officer of the Company, a position he has held since [removed: April 2018.][added: February 2019.]

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

Kirsten Marriner is the [removed: senior] [added: executive] vice president – chief people officer of the Company, [removed: a position she has held] [added: having served as executive vice president] since [removed: March 2016.][added: January 2019.]

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

Eric Reynolds is the [removed: senior] [added: executive] vice president [removed: – chief marketing officer] [added: - household and lifestyle] of the Company, a position he has held since [removed: January 2015.][added: July 2019.]

[removed: Prior to this role, he] [added: He] served as vice president – general manager, Europe, Middle East, Africa and Asia from May 2012 to January 2015.

[removed: PART II][added: PART II]

| Eric Reynolds | 49 | 2015 | Executive Vice President – Household and Lifestyle |

Prior to this role, he served as executive vice president – cleaning and Burt’s Bees from January 2019 to July 2019.

From January 2015 to January 2019, he served as senior vice president – chief marketing officer.

Prior to this role, she served as executive vice president – strategy and operations from January 2019 to July 2019.

From June 2018 to January 2019, she served as executive vice president – cleaning and strategy.

Jacobsen is the executive vice president – chief financial officer of the Company, having served as executive vice president since January 2019.

Prior to this role, he served as vice president - sales planning, cleaning/specialty and sports marketing from May 2014 to February 2019.

He served as director of sales planning – Glad and Brita Products Division from April 2010 through May 2014.

During his combined 20 years with the Company, Mr. Datcher has held various positions within the sales function, including vice president – corporate capability development and sports marketing, as well as region sales manager – specialty.

Prior to this role, she served as vice president - brand engagement and enhanced wellness marketing from October 2018 to January 2019.

She served as vice president - brand and marketing strategy from October 2016 through October 2018.

Prior to joining the Company, she served as chief strategic officer at DDB Worldwide from April 1996 to June 2016.

| Dawn Willoughby | 49 | 2013 | Executive Vice President – Chief Operating Officer |

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

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.

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.

He served as vice president – general manager, litter, food & charcoal from October 2011 to December 2012, and vice president – marketing, cleaning division from October 2008 to September 2011.

Prior to this role, she served as senior vice president – general manager, cleaning division of the Company, from August 2016 to June 2018, having taken on responsibility for the professional products division in April 2017.

Matthew Laszlo is the senior vice president – chief customer officer of the Company, a position he has held since October 2014.

Prior to this role, he served as vice president – general manager, professional products division, from October 2013 to October 2014.

From January 2012 to October 2013, he served as vice president – sales, professional products division.

From January 2010 to January 2012 he served as director – field sales, professional products division.

Mr. Laszlo joined the Company in 2005.

[removed: Market Information][added: Market Information]

[removed: Holders][added: Holders]

The number of record holders of the Company’s common stock as of July [removed: 27, 2018,] [added: 26, 2019,] was [removed: 10,422] [added: 10,057] based on information provided by the Company’s transfer agent.

[removed: Dividends][added: Dividends]

[removed: Equity] [added: Equity] Compensation Plan [removed: Information][added: Information]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

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 [removed: 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.][added: date.]

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: 2018.][added: 2019.]

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

| (1) | Of the shares purchased in [removed: May 2018, 815,457] [added: April 2019, 549,078] shares were acquired pursuant to the Company’s Evergreen Program and [removed: 34,543] [added: 125,717] shares were acquired pursuant to the Company’s 2018 Open-Market Program. Of the shares purchased in [added: May 2019, 1,445,787 shares were acquired pursuant to the Company’s 2018 Open-Market Program and 26,088 shares were acquired pursuant to the Company’s Evergreen Program. Of the shares purchased in] June [removed: 2018, 714,179] [added: 2019, 102,956] shares were acquired pursuant to the [added: Company’s] 2018 Open-Market Program and [removed: 130,821] [added: 82,424] shares were acquired pursuant to the [added: Company’s] Evergreen Program. |

The ticker symbol is CLX.

| | \[a\] | | | \[b\] | | | | \[c\] | | | \[d\] |

| April 1 to 30, 2019 | 674,795 | | | $ | 154.57 | | | 674,795 | | | $1,808 million |

| May 1 to 31, 2019 | 1,471,875 | | | 148.34 | | | | 1,471,875 | | | $1,593 million |

| June 1 to 30, 2019 | 185,380 | | | 152.46 | | | | 185,380 | | | $1,578 million |

| | 2,332,050 | | | $ | 150.47 | | | 2,332,050 | | | |

The high and low sales prices quoted for the New York Stock Exchange-Composite Transactions Report for each quarterly period during the past two fiscal years appear in the Notes to Consolidated Financial Statements in Exhibit 99.1, incorporated herein by reference.

| | \[a\] | | | \[b\] | | | | \[c\] | | | \[d\] |

| 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 | | | |

[removed: ITEM] [added: ITEM] 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS][added: OPERATIONS]

[removed: ITEM] [added: ITEM] 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE][added: DISCLOSURE]

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

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: 2018.][added: 2019.]

[removed: Change] [added: Change] in Internal Control Over Financial [removed: Reporting][added: Reporting]

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: 2018,] [added: 2019,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: ITEM] [added: ITEM] 9.B.

OTHER [removed: INFORMATION][added: INFORMATION]

[removed: PART III][added: PART III]

Information regarding the Company’s [removed: directors, compliance with Section 16(a) of the Exchange Act] [added: directors] and corporate governance set forth in the Proxy Statement is incorporated herein by reference.

[removed: PART IV][added: PART IV]

Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

Consolidated Balance Sheets as of June 30, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.][added: 2017.]

| | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No.] [added: File No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] |

| [removed: [3.1](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm)] [added: [3.1](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm)] | | [Restated Certificate of [removed: Incorporation.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm)] [added: Incorporation.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex31.htm)] | | [added: 10-K] | | [added: 001-07151] | | [added: 3.1] | | [added: August 14, 2018] |

| | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No.] [added: File No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] |

| [removed: [10.6*](http://www.sec.gov/Archives/edgar/data/21076/000120677415003375/exhibit10-1.htm)] [added: [10.6*](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] | | [Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in [removed: 2015.](http://www.sec.gov/Archives/edgar/data/21076/000120677415003375/exhibit10-1.htm)] [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: [10.7*](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] [added: [10.7*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] | | [Form of Performance Share Award Agreement under the [removed: Company's] [added: Company’s] 2005 Stock Incentive Plan for awards made in [removed: 2016.](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] [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: [10.8*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] [added: [10.8*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] | | [Form of Performance Share Award Agreement under the [removed: Company's] [added: Company’s] 2005 Stock Incentive Plan for awards made in [removed: 2017.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] [added: 2018.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] | | 10-Q | | 001-07151 | | 10.2 | | [removed: November 1, 2017] [added: October 31, 2018] |

| [10.9*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit101.htm) | | [Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit101.htm) | | 10-Q | | 001-07151 | | 10.1 | | [removed: November 1, 2017] [added: October 31, 2018] |

| | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No.] [added: File No.] | | [removed: Exhibit] [added: Exhibit] | | [removed: Filing Date] [added: Filing Date] |

| [removed: [10.26*](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] [added: [10.26*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] | | [The Clorox Company Director Equity Award Policy, effective as of November 15, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] [added: 2017.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] | | [added: 10-K] | | [added: 001-07151] | | [added: 10.26] | | [added: August 14, 2018] |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex21final.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex21.htm)] | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex21final.htm).] [added: [Subsidiaries.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex21.htm)] | | | | | | | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex23.htm)] | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex23.htm)] | | | | | | | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex311.htm)] | | [Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex311.htm)] | | | | | | | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex312.htm)] | | [Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex312.htm)] | | | | | | | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex32.htm)] | | [Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex32.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex32.htm)] | | | | | | | | |

| [removed: [99.1](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99110k.htm)] [added: [99.1](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex99110k.htm)] | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, Management’s Report on Internal Control over Financial Reporting and Reports of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99110k.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex99110k.htm)] | | | | | | | | |

| [removed: [99.3](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99310k.htm)] [added: [99.2](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex99210k.htm)] | | [Reconciliation of Economic Profit [removed: (Unaudited).](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99310k.htm)] [added: (Unaudited).](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex99210k.htm)] | | | | | | | | |

| [4.10](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm) | | [Description of Capital Stock of The Clorox Company.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm) | | | | | | | | |

| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | |

| 101.SCH | | XBRL Taxonomy Extension Schema Document. | | | | | | | | |

| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | |

| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | |

| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. | | | | | | | | |

| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | |

Valuation and Qualifying Accounts and Reserves included in Exhibit 99.2, incorporated herein by reference.

| [99.2](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99210k.htm) | | [Valuation and Qualifying Accounts and Reserves.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clxex99210k.htm) | | | | | | | | |

| 101 | | The following materials from The Clorox Company’s Annual Report on Form 10-K for the year ended June 30, 2018 are formatted in extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements. | | | | | | | | |

[removed: SIGNATURES][added: SIGNATURES]

| Date: August [removed: 14, 2018] [added: 13, 2019] | By: | /s/ Benno Dorer |

| | | [removed: Chairman] [added: Chair] and Chief Executive Officer |

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

| /s/ A. Banse | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ R. H. Carmona | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ S. C. Fleischer | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ E. Lee | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ A. D. D. Mackay | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ R. W. Matschullat | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ M. J. Shattock | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ P. Thomas-Graham | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ C. M. Ticknor | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ R. J. Weiner | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ C. J. Williams | | Director | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ B. Dorer | | [removed: Chairman] [added: Chair] and Chief Executive Officer (Principal Executive Officer) | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ K. B. Jacobsen | | [removed: Senior] [added: Executive] Vice President – Chief Financial Officer (Principal Financial Officer) | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ J. R. Baker | | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | August [removed: 14, 2018] [added: 13, 2019] |

| /s/ J. Noddle | | Director | | August 14, 2018 |

| J. Noddle | | | | |