Clorox (CLX) 10-K risk factor changes: FY2020 vs FY2019

This information appears under “Quantitative and Qualitative Disclosures about Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, [added: which is] incorporated herein by reference.

[removed: In addition,] [added: Furthermore,] the Company’s competitors may attempt to gain market share by offering products at prices at or below those typically offered by the Company.

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

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

In particular, the growing presence [removed: of] [added: of, and increasing sales through,] e-commerce retailers have affected, and may continue to affect, consumer preferences (as consumers increasingly shop [removed: online)] [added: online, including in response to the COVID-19 pandemic)] and market [removed: dynamics.][added: dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity.]

Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer demographics, [removed: including] [added: which includes] 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 [added: environmental, social and governance practices of manufacturers, including the sourcing and sustainability of] packaging materials, [removed: including] [added: such as] plastic [removed: packaging, and their environmental impact or sustainability;] [added: packaging;] a growing demand for natural or organic products and ingredients; [removed: and] evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer [removed: products.][added: products; and changing consumer sentiment toward non-local products or sources.]

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 [removed: channels,] [added: channels or business models,] our margins and results of operations may be materially and negatively impacted.

Volatility and increases in the costs of raw materials, including resin, [added: non-woven fabrics for wipes products,] sodium hypochlorite, [removed: linerboard,] [added: corrugated cardboard,] soybean oil, solvent, [removed: corrugated cardboard] [added: derivatives of amines,] 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 results of operation.

In particular, reduced trucking capacity due to [removed: shortage] [added: shortages] of drivers, [removed: an enforcement deadline for] [added: as] a [added: result of the COVID-19 pandemic, and a] federal regulation requiring drivers to electronically log their driving [removed: hours and adverse weather conditions,] [added: hours,] among other reasons, have caused an increase in the cost of transportation for us and [removed: many other companies.][added: our suppliers.]

The Company believes commodity and other cost increases [added: and volatility, especially due to the COVID-19 pandemic,] could continue in the future.

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 results of operation [removed: will] [added: would] be harmed.

Sustained price increases may lead to declines in volume as competitors may not adjust their prices or customers may decide not to pay the higher prices, which could lead to sales declines and loss of market [removed: share.][added: share, and the Company’s projections may not accurately predict the volume impact of price increases, which could adversely affect its business, financial condition and results of operations.]

During fiscal year [removed: 2019,] [added: 2020,] 85% of the Company’s net sales were [removed: generated in] [added: attributable to] U.S. markets, including U.S. territories.

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

The Company has [removed: recently] implemented price increases [removed: across a significant portion of its global portfolio,] [added: in the past and may implement price increases in the future,] which may slow sales growth or create volume declines in the short term as customers and consumers adjust to these price increases.

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

In addition, changes to the mix of products [added: that] the Company sells, as well as the mix of countries in which its products are sold, 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 25%, [removed: 26%] [added: 25%] and 26% of consolidated net sales for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] 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: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] and a significant portion of the Company’s future revenues may continue to be derived from a small number of customers.

[removed: In addition, the] [added: The] Company’s business is based primarily upon individual sales orders, and the Company typically does not enter into long-term contracts with its customers.

In addition, some of our customers have experienced, and may experience in the future, declining financial performance, [added: such as in response to the COVID-19 pandemic,] which could affect their ability to pay amounts due to us on a timely basis or at all.

This [removed: trend] [added: trend, which] has [added: been magnified due to the COVID-19 pandemic, has] resulted in the increased size and influence of large consolidated retailers, who have in the past changed, and may in the future change, their business strategies, demand lower [removed: pricing] [added: pricing,] or [removed: special packaging] [added: higher trade discounts] or impose other burdensome requirements on product suppliers.

[removed: These business demands] [added: Such customers] may [removed: relate to inventory practices, transportation and storage, a] [added: also] shift [removed: in] [added: their] focus away from branded products toward “private label” or other aspects of the customer-supplier relationship.

These large consolidated companies could also exert additional competitive pressure on the Company’s other customers, which could in turn lead to such customers demanding lower [removed: pricing] [added: pricing, higher trade discounts] or special packaging or imposing other onerous requirements on the Company.

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

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

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

[removed: The] [added: However, the] Company cannot guarantee that its security efforts will prevent [added: or timely detect] attacks and resulting breaches or breakdowns of the Company’s, or its third-party service providers’, databases or systems.

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

In addition, [removed: although the Company has policies and procedures in place governing the secure storage] [added: data breaches or theft] of personal information collected by the Company and its third-party service [removed: providers,] [added: providers] as well as [removed: protection of] company information and [removed: assets, data breaches or theft of such information] assets may occur in the future.

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

A breach or other breakdown in the Company’s technology, including a cyber-attack, privacy breach, data breach or other incident involving the Company or any of the Company's [added: third-party service providers or] vendors, that results in unauthorized disclosure or significant unavailability of business, financial, personal or stakeholder information could adversely affect the Company’s financial condition and results of operations.

Maintaining a strong reputation with consumers, customers and trade [added: and other third party] partners is critical to the success of the Company’s business.

The Company devotes significant time and resources to [added: training] programs that are consistent with our corporate values and are designed to protect and preserve the Company’s reputation and the reputation of its brands and products.

These [added: training] programs [removed: include ethics and compliance, the setting of sustainability goals] [added: relate to, among other things, ethics, compliance] and product safety and [removed: quality initiatives.][added: quality, as well as sustainability goals.]

In addition, the Company’s products could face withdrawal, [removed: recall,] [added: recall or] other quality [removed: issues or] [added: issues, which could lead to] decreased [removed: demand.][added: demand for, and sales of, such products and harm the reputation of the related brands.]

[removed: The Company also] [added: Such] licenses [removed: certain of its brands to third parties, which creates] [added: and partnerships may create] additional exposure for those brands to product safety, quality, sustainability and other concerns.

Negative publicity, posts or comments by [removed: consumers or] [added: consumers,] competitors [added: or others] about the Company, its brands, its products, its marketing [removed: activities] [added: activities, including whether] or [added: not it advertises through certain social media and networking sites,] its employees, [added: or its environmental, social and governance practices,] whether accurate or inaccurate, or disclosure of non-public sensitive information about the Company, could be widely disseminated through the use of social media or network sites or through other media or in other formats.

In connection with the Company’s strategy, the Company expects to continue to seek acquisition [added: and investment] opportunities.

However, the Company may not be able to identify and successfully negotiate suitable strategic [removed: acquisitions] [added: transactions] at attractive prices.

[removed: In addition,] [added: Furthermore,] all acquisitions and investments entail numerous risks, including risks relating to the Company’s ability to:

In addition, during times of economic uncertainty, consumers may purchase more “private label” or other lower priced brands.

In addition, as the Company currently experiences increased demand for many of its products, especially its disinfecting products, in response to COVID-19, it expects heightened competitive activity from strong local competitors, other large multinational companies, and new entrants into the market in many of its categories, especially the disinfecting category.

The Company expects such activities to include more aggressive product claims and marketing challenges, increased promotional spending and geographic expansion, and marketing of new disinfecting products.

It expects promotional activities to increase as retailers try aggressively to get consumers back into their stores after prolonged “stay at home” and other government restrictions continue to ease over the coming months.

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However, the retail environment is continuing to evolve, and may change to a more significant extent or at a faster pace in light of the COVID-19 pandemic with a greater consumer emphasis on health and wellness, and this could significantly change the way traditional retailers do business.

These trends have been magnified due to the COVID-19 pandemic in many of our geographies.

The currently evolving situation related to the COVID-19 pandemic could adversely affect the Company’s business, financial condition and results of operations.

In January 2020, the World Health Organization declared the COVID-19 outbreak to be a public health emergency and, in March 2020, it declared the outbreak to be a pandemic.

The COVID-19 outbreak has caused severe global economic and societal disruptions and uncertainties.

In response to the virus, countries and local governments placed tens of millions of people under lockdown, and imposed travel restrictions and restrictions on the operation of non-essential businesses and services.

Companies have also taken precautions, such as requiring employees to work remotely and temporarily closing businesses.

Although some of these restrictions were relaxed, some of those restrictions have been reimposed and the current restrictions, and future prevention and mitigation measures imposed by governments and private companies, are likely to continue to have a severe adverse impact on global economic conditions and consumer confidence and spending.

The COVID-19 pandemic may negatively affect our business by causing or contributing to, among other things, the following:

- Significant disruptions to our manufacturing, distribution and supply operations, including closure of our significant manufacturing and distribution facilities.

- Cessation or significant reductions in the operations of, or the inability, or significant disruptions in the ability, to meet obligations to us, of significant third-party suppliers, vendors, external manufacturers and other business or commercial partners, which may be caused by their business, operational or financial difficulties, among other reasons.

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- Significant decreases in sales of or demand for, or significant volatility in sales of or demand for, one or more of our significant products due to, among other things, closure or reduction in operating hours of our key customers; the temporary inability of consumers to purchase our products due to prolonged inventory shortages, illness or government implemented lockdowns, quarantine or other restrictions; changes in consumer behavior or preference, including as a result of shortages in any of our products; reductions in the availability of one or more of our products as we prioritize the production of other products due to increased demand; decreased availability of our products in the near-term leading to reduced preference or demand for such products in the long term; decreased future demand due to customer or consumer stockpiling of products in the present; any negative impact to our reputation resulting from an adverse perception of our response to the pandemic, perceived price gouging effected by third parties that we do not control or product recommendations by public health officials; the modification by retailers or distributors of their restocking or fulfillment practices; or the worldwide, regional and local adverse economies and financial market conditions.

- Significant disruptions to our business operations due to, among other things, unavailability of key employees, including our executive officers and senior management team, as a result of illness to themselves or their families; any cyber-attack and other disruptions to informational technologies; cancellation or other disruptions of sales and marketing events; disruptions to trade promotion initiatives; and any delays or modifications to any significant cost savings or other strategic initiatives.

- Additional or renewed significant governmental actions, both in the U.S. and in international markets where we manufacture, market and sell our products, including lockdowns, quarantines or other restrictions on the ability of our employees to travel or perform necessary business functions or our ability to manufacture, ship, distribute, market or sell our products; changes in currency rates and commodity costs associated with governmental actions or general economic trends; or other limitations or restrictions on our ability to manufacture, distribute, market or sell our products or the ability of our suppliers, customers or third-party partners to effectively run their operations, which may negatively impact our ability to manufacture, distribute, market and sell our products.

In addition, we have experienced higher costs in certain areas as a result of COVID-19 such as transportation and logistics and production employee compensation, as well as incremental costs associated with newly-added health screenings and enhanced cleaning and sanitation protocols to protect our employees at our facilities, which we expect could continue or could increase in these or could be necessary in other areas.

Furthermore, difficult economic conditions may have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, should we seek any such financing in the future.

The extent of COVID-19’s effect on our operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to manufacture and distribute our products, as well as any future government actions affecting consumers and the economy generally, all of which are uncertain and difficult to predict, especially in light of the rapidly evolving social and political situations in response to the pandemic.

We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by local, state, federal or foreign authorities or that we determine are in the best interests of our employees, consumers, customers or business partners.

Although the potential effects that COVID-19 may have on the Company are not clear, such impacts could materially adversely affect the Company’s business, financial condition and results of operations.

The Company requires new and existing suppliers to meet its ethical and business partner standards.

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The COVID-19 pandemic has caused a significant worldwide increase in demand for disinfecting products and other consumer and professional products.

This has caused strain on the Company’s supply chain network and its ability to meet such demand, especially with respect to its disinfecting products, due to, among other things, the loss or disruption to the timely availability of adequate supplies of raw materials and finished goods that the Company requires for the manufacture of its products, disruptions in transportation and logistics operations, and shortage, restriction or disruption in its manufacturing and distribution capacity.

The Company’s inability to fully or substantially meet such demand could result in, among other things, shortages in the Company's products, unmet consumer demand leading to reduced preference for the Company’s products in the future, customers purchasing products from the Company’s competitors as a result of such shortage of products, strained customer relationships, termination of customer contracts, additional competition and new entrants into the market, and loss of potential sales and revenue, which could adversely affect the Company’s business, financial condition and results of operations.

With the growing trend towards retailer consolidation, both in the U.S. and internationally, the rapid growth of e-commerce and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers.

These business demands may relate to inventory practices, in-store on online product placement, transportation and storage or product packaging.

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Through the use of any of these information technology systems or processes, the Company or its vendors could experience cyber-attacks, privacy breaches, data breaches or other incidents that may result in unauthorized access, disclosure and misuse of consumer, customer, employee, vendor or Company information, especially at a time when a large number of the Company’s employees are working remotely and accessing its technology infrastructure remotely as a result of the COVID-19 pandemic.

The Company’s information technology systems and its third-party providers’ systems, have been, and will likely continue to be, subject to cyber-threats such as computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, social engineering, hacking and other cyberattacks.

The Company has seen an increase in the number of such attacks recently as a large number of its employees are working remotely and accessing its technology infrastructure remotely as a result of the COVID-19 pandemic.

Furthermore, such attacks may originate from nation states or attempts by outside parties, hackers, criminal organizations or other threat actors.

To date, the Company’s business or operations have not been materially impacted by these attacks.

In addition, any significant breaches or breakdowns of such database or systems could result in significant costs, including costs to investigate or remediate.

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

Reduced availability of rail or trucking capacity has caused, and could continue to 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.

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 business, financial condition and results of operations.

The Company continues to see retailer consolidation both in the U.S. and internationally.

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Furthermore, additional legislation in the areas of healthcare reform, taxation of domestic and foreign profits, sustainability of packaging, including plastics, executive compensation and corporate governance, could also increase the Company’s costs.

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.

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

Although the Company continues to devote significant resources to support its brands, uncertain economic conditions have negatively affected, and may continue to negatively affect, consumer demand for the Company’s products.

| • | difficulties in obtaining or unavailability of raw materials; |

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.

Inflation is another risk associated with the Company’s international operations.

As of June 30, 2019, the Company could add approximately $4 billion in incremental debt and remain in compliance with its debt covenants, although the actual amount that the Company may be able to borrow in the future may exceed this amount.

The Tax Act, among other things, significantly changed corporate taxation, including by reducing the U.S. corporation statutory income tax rate to 21% from 35%, imposing a one-time taxation of accumulated foreign earnings regardless of whether they are repatriated, placing limitations on the deduction for interest expense, creating immediate tax deductions until January 1, 2023 for certain new investments instead of deductions for depreciation expense over time, disallowing deductions for certain performance-based compensation, eliminating the deduction for certain domestic production activities and migrating from a “worldwide” system of taxation to a modified territorial system.

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

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

| | [added: | |] for the fiscal year ended | [added: | |] June 30, [removed: 2019] [added: 2020] | [added: | | | | | | | |]

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

| for the transition period [removed: from__________to__________.] [added: from __________to__________.] | | | [added: | | | | | | | | | | | |]

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, [removed: 2018] [added: 2019] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $19.7] [added: $19.0] billion.

As of July [removed: 26, 2019,] [added: 28, 2020,] there were [removed: 125,742,476] [added: 126,213,551] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2019,] [added: 2020,] 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 [removed: 30, 2019][added: 30, 2020]

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[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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| [Signatures](#ia45c415f276245979f4403bf4a1f1bef_85) | | | | | | | | | | | | | | | [34](#ia45c415f276245979f4403bf4a1f1bef_85) | | |

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

In fiscal year 2020, the novel coronavirus (COVID-19) pandemic caused a severe global health crisis, along with economic and societal disruptions and uncertainties.

In response, the Company has been taking a pro-active role in addressing the impact of the pandemic on its employees, operations, customers and consumers, including taking precautionary measures, such as implementing contingency plans, and making operational adjustments where necessary.

COVID-19 and the responses of governments, consumers and others to the pandemic have affected and will continue to affect the business in many ways; however, the Company believes that the actions that it is taking will help it emerge from this global pandemic operationally sound and well positioned for continued long-term growth.

The Company also continued its long-standing tradition of helping communities in times of natural disasters and health crises.

Clorox and its foundations contributed more than $25 million in combined cash grants, product donations and cause marketing in fiscal year 2020.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

As announced in October 2019, the IGNITE strategy accelerates innovation in key areas to drive growth and deliver value for both the Company's shareholders and society.

Specifically, IGNITE focuses on four strategic choices to sustain Good Growth — which we define as profitable, sustainable and responsible growth — over the long term: Fuel Growth, Innovate Experiences, Reimagine Work and Evolve Portfolio.

Goals for environmental, social and governance, or ESG, performance, in the areas of Planet, Product, People and Governance, also are integrated within the IGNITE strategy.

In fiscal year 2020, the Company delivered net sales growth of 8%, as well as a 16% increase in diluted net earnings per share (EPS) in a macroeconomic environment that was dominated by significantly higher demand for essential household products, especially cleaning and disinfecting products, as a result of COVID-19.

Other conditions factoring into the dynamic environment included high levels of competition in select categories, increasingly competitive retail dynamics, uncertainty related to the global pandemic, and rising manufacturing and logistics costs.

The Company launched new products in many categories in fiscal year 2020, including the Brita® Longlast small-capacity pitcher; Burt’s Bees® lip balm in new watermelon and hemp flavors; Burt’s Bees® lip butters; Burt’s Bees® Renewal skin care line with Bakuchiol, a retinol alternative; Clorox® Fabric and Laundry Sanitizer; Clorox® compostable cleaning wipes; Fresh Step® with Febreze Freshness with Gain scent; Glad® Flex-N-Seal food storage bags; Fresh Step® Clean Paws® with Febreze Freshness with Gain scent; Glad® Flex-N-Seal food storage bags; Glad® ForceFlex Plus colorful trash bags in Sweet Citron & Lime and Beachside Breeze with scent-release technology; Hidden Valley® Ranch Secret Sauce in three offerings - Original Ranch, Spicy, and Smokehouse; Kingsford® 100% Hardwood Pellets in five offerings - Classic, Hickory, Maple, Cherry, and Signature; Natural Vitality® Calm Sleep Gummies; Natural Vitality® Calm Sleep Capsules; Neocell® Beauty Shield™ Collagen Gummies; Neocell® Glam Hair & Nails Collagen Gummies; Rainbow Light® Multi Vitamin Gummies for men, women, teens and kids; and Renew Life® Herholistic Probiotics for Period, Prenatal and Menopause.

In international markets, the Company delivered volume and sales growth, largely resulting from increased demand for cleaning and disinfecting products as well as other essential household products as a result of COVID-19.

Since cleaning and disinfecting products account for more than half of the segment’s sales and the threats from COVID-19 are ongoing, consumer demand is expected to remain high in the near term.

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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’s long-term financial goals included annual net sales growth of 3%-5%, annual earnings from continuing operations before interest and taxes (EBIT) margin expansion of 25-50 basis points and annual free cash flow of 11%-13% of net sales.

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

Results for Nutranext’s global business are reflected in the Lifestyle reportable segment.

The purchase of Nutranext reflects the Company’s strategy to acquire leading brands in economically attractive categories.

In fiscal year 2019, the Company delivered net sales growth of 1% as well as a 1% increase in diluted earnings per share (EPS) from continuing operations in a macroeconomic environment that included high levels of competition in select categories, increasingly competitive retail dynamics, significantly rising logistics and commodity costs and global inflationary pressures, as well as a difficult macroeconomic environment in international markets.

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 international markets, the Company remained focused on execution of its Go Lean Strategy, which emphasizes driving the long-term profitability of its international business.

The Company’s international business continues to play an important strategic role, with No. 1 and No. 2 brands in the majority of categories and countries where it operates.

Following the May 2018 board of directors’ authorization of a stock repurchase program of up to $2 billion, the Company repurchased 2.3 million shares of its common stock for $328 million under this open-market purchase program in fiscal year 2019.

The Company also earned the top rating of 100 percent on the Human Rights Campaign’s Corporate Equality Index for the 13th consecutive year, and was listed on the Bloomberg Gender Equality Index among leading companies helping to advance gender equality around the world.

In fiscal year 2019, The Clorox Company Foundation, The Burt’s Bees Greater Good Foundation and The Clorox Company together awarded approximately $5 million in cash grants, and the Company donated products with a fair market value of approximately $6 million, which included providing support following hurricanes Florence and Michael as well as the Midwest U.S. flooding.

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

The Company operates through strategic business units (SBUs) that are aggregated into four reportable segments: Cleaning, Household, Lifestyle and International.

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| Home Care products | 26 | % | | 26 | % | | 25 | % |

| Laundry additives | 14 | % | | 15 | % | | 15 | % |

| Charcoal products | 9 | % | | 10 | % | | 11 | % |

In the U.S. and in the international markets, the Company also sells many of its products through e-commerce.

Costs for resin and other commodity costs increased in fiscal year 2019, amid volatility and inflation in some key geographic and commodity markets.

The Company expects commodity increases to continue in fiscal year 2020.

Research and Development

The Company conducts research and development primarily at its facility located in Pleasanton, CA, which the Company has leased since 2011.

The Pleasanton facility consists of approximately 357,000 square feet of leased space, utilizing advanced labs and open work spaces to encourage creativity, collaboration and innovation.

In addition to the leased facility in Pleasanton, CA, the Company conducts research and development activities in Buenos Aires, Argentina; Santa Cruz, CA; Willowbrook, IL; Durham, NC; and Cincinnati, OH.

The Company devotes significant resources and attention to product development, process technology and consumer insight research to develop commercially viable consumer-preferred products with innovative and distinctive features.

In addition, the Company obtains technologies from third parties for use in its products.

Royalties relating to such technologies are reflected in the Company’s Cost of products sold.

For further information regarding the Company’s research and development costs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1.

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

The names, ages, year first elected and current titles of each of the executive officers of the Company as of August 13, [removed: 2019,] [added: 2020,] are set forth below:

| Name | [added: | |] Age | [added: | |] Year First Elected Executive Officer | [added: | |] Title | [added: | |]

| Benno Dorer | [removed: 55] | [added: | 56 | | |] 2009 | [added: | |] Chair and Chief Executive Officer | [added: | |]

| Laura Stein | [removed: 57] | [added: | 58 | | |] 2005 | [added: | |] Executive Vice President – General Counsel and Corporate Affairs | [added: | |]

| Eric Reynolds | [removed: 49] | [added: | 50 | | |] 2015 | [added: | |] Executive Vice President – Household and Lifestyle | [added: | |]

| Kirsten Marriner | [removed: 46] | [added: | 47 | | |] 2016 | [added: | |] Executive Vice President – Chief People Officer | [added: | |]

| Kevin B. Jacobsen | [removed: 53] | [added: | 54 | | |] 2018 | [added: | |] Executive Vice President – Chief Financial Officer | [added: | |]

| William S. Bailey | [removed: 53] | [added: | 54 | | |] 2016 | [added: | |] Senior Vice President [removed: –] [added: -] Corporate and Business Development | [added: | |]

| Diego J. Barral | [removed: 49] | [added: | 50 | | |] 2018 | [added: | |] Senior Vice President – General Manager, International Division | [added: | |]

| Michael R. Costello | [removed: 53] | [added: | 54 | | |] 2011 | [added: | |] Senior Vice President – General Manager, Nutranext and RenewLife | [added: | |]

| Troy Datcher | [removed: 51] | [added: | 52 | | |] 2019 | [added: | |] Senior Vice President – Chief Customer Officer | [added: | |]

| Denise Garner | [removed: 56] | [added: | 57 | | |] 2015 | [added: | |] Senior Vice President – Chief Innovation Officer | [added: | |]

| Stacey Grier | [removed: 56] | [added: | 57 | | |] 2019 | [added: | |] Senior Vice President – Chief Marketing Officer | [added: | |]

| [removed: John J. McNulty] [added: Chau Banks] | [removed: 63] | [removed: 2018] | [added: 51 | | | 2020 | | |] Senior Vice President [removed: –] [added: -] Chief Information Officer | [added: | |]

| Andrew J. Mowery | [removed: 53] | [added: | 54 | | |] 2018 | [added: | |] Senior Vice President – Chief Product Supply Officer | [added: | |]

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

[removed: Eric Reynolds] [added: He] is [added: currently] the executive vice president - household and lifestyle of the Company, a position he has held since July 2019.

From June 2008 to April [removed: 2011] [added: 2011,] he was general manager, Caribbean.

Prior to this role, she served as executive vice president – [added: cleaning, international,] strategy and operations from [removed: January] [added: July] 2019 to [removed: July 2019.][added: May 2020.]

[removed: McNulty] [added: Chau Banks] is the senior vice president [removed: and] [added: –] chief information officer of the Company, a position [removed: he] [added: she] has held since [removed: July 2018.][added: June 2020.]

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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| Linda Rendle | | | 42 | | | 2016 | | | President | | |

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

Effective September 14, 2020, Benno Dorer will step down as the chief executive officer of the Company.

He will continue to serve as the executive chair of the Company’s board of directors.

Effective September 14, 2020, Linda Rendle will be appointed chief executive officer of the Company and elected to the board of directors.

She is currently the president of the Company, a position she has held since May 2020.

From January 2019 to July 2019, she served as executive vice president – strategy and operations.

Effective September 14, 2020, Eric Reynolds will be appointed executive vice president - chief operating officer of the Company.

He continues to have responsibility for the digestive health and dietary supplements businesses, which were previously part of the household and lifestyle segments, respectively, and now have been combined into the vitamins, minerals and supplements business.

Prior to this role, she served as chief technology and digital officer at Revlon Consumer Products Company from January 2018 to June 2020.

From September 2013 to November 2017, she was EVP, CIO and channel integration at New York & Company, Inc. (now RetailWinds Inc.).

She has held leadership positions at leading global retailers including COACH, Abercrombie & Fitch and LBrands.

She previously served as a management consultant at Capgemini and Ernst & Young.

She also previously held positions at Energizer and Kimberly-Clark.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

EXECUTIVE OFFICERS OF THE REGISTRANT

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| Linda Rendle | 41 | 2016 | Executive Vice President – Cleaning, International, Strategy and Operations |

Linda Rendle is the executive vice president – cleaning, international, strategy and operations of the Company, a position she has held since July 2019.

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.

The number of record holders of the Company’s common stock as of July [removed: 26, 2019,] [added: 28, 2020,] was [removed: 10,057] [added: 9,947] based on information provided by the Company’s transfer agent.

See Part III, Item 12 [removed: hereof.][added: hereof, which is incorporated herein by reference.]

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 [removed: (the 2018 Open-Market] [added: (Open-Market] Program), which has no expiration 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: 2019.][added: 2020.]

| Period | [added: | |] Total Number of Shares (or Units) Purchased (1) | | | [added: | | |] Average Price [removed: Paid per] [added: Paid per] Share (or Unit) (2) | | | | [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 Programs | | | [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 Programs | [added: | |]

[removed: | (2) | Average] [added: (2)Average] price paid per share in the period includes commission. [removed: |]

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

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

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

| April 1 to 30, 2020 | | | — | | | | | | $ | — | | | | | — | | | | | | $1,493 million | | |

| May 1 to 31, 2020 | | | — | | | | | | — | | | | | | — | | | | | | $1,493 million | | |

| June 1 to 30, 2020 | | | 107,796 | | | | | | 209.35 | | | | | | 107,796 | | | | | | $1,493 million | | |

| | | | 107,796 | | | | | | $ | 209.35 | | | | | 107,796 | | | | | | | | |

(1)All of the shares purchased in June 2020 were acquired pursuant to the Company’s Evergreen Program.

Dividends

The amount of quarterly dividends declared with respect to the Company’s common stock during the past two fiscal years appears in the Notes to Consolidated Financial Statements in Exhibit 99.1, incorporated herein by reference.

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

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

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

| 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 | | | |

| | |

| --- | --- |

| (1) | Of the shares purchased in April 2019, 549,078 shares were acquired pursuant to the Company’s Evergreen Program and 125,717 shares were acquired pursuant to the Company’s 2018 Open-Market Program. Of the shares purchased in 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 2019, 102,956 shares were acquired pursuant to the Company’s 2018 Open-Market Program and 82,424 shares were acquired pursuant to the Company’s Evergreen Program. |

This information appears under “Five-Year Financial Summary” in Exhibit 99.1, [added: which is] incorporated herein by reference.

This information appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, [added: which is] incorporated herein by reference.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

These statements and data appear in Exhibit 99.1, [added: which is] incorporated herein by reference.

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: 2019.][added: 2020.]

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: 2019,] [added: 2020,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

See “Information about our Executive Officers” in Part I of this Report.

Pursuant to Instruction 3 to Item 401(b) of Regulation S-K, information regarding the executive officers of the registrant is reported in Part I of this Report.

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

[removed: | (a) | Financial] [added: (a)Financial] Statements and Schedules: [removed: |]

Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

Consolidated Balance Sheets as of June 30, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

[removed: | (b) | Exhibits: |][added: (b)Exhibits:]

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

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

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

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

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

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

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

| [4.3](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm) | | [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 trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm) | | [added: | | | |] S-3ASR | | [added: | | | |] 333-200722 | | [added: | | | |] 4.2 | | [added: | | | |] December 4, 2014 | [added: | | | | | | | | | | | | | | | | | | | |]

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

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

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

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

| [4.8](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm) | | [added: | | | |] [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) | | [added: | | | |] 8-K | | [added: | | | |] 001-07151 | | [added: | | | |] 4.1 | | [added: | | | |] September 28, 2017 | [added: | | | | | | | | | | | | | | | | | | | |]

| [4.9](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm) | | [added: | | | |] [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) | | [added: | | | |] 8-K | | [added: | | | |] 001-07151 | | [added: | | | |] 4.1 | | [added: | | | |] May 9, 2018 | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] | | [added: | | | |] [Description of Capital Stock of The Clorox [removed: Company.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] | | | | | | [added: 10-K] | | | [added: | | | 001-07151 | | | | | | 4.10 | | | | | | August 14, 2019 | | | | | | | | | | | | | | | | | | | | |]

| [10.1*](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm) | | [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, 2008.](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [added: | | | |] 10.55 | | [added: | | | |] May 2, 2008 | [added: | | | | | | | | | | | | | | | | | | | |]

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

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

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

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

| [removed: [10.6*](http://www.sec.gov/Archives/edgar/data/21076/000120677416007477/clorox3118958-ex101.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)[6](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] | | [added: | | | |] [Form of Performance Share Award Agreement under the 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)] | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [removed: 10.1] | | [added: | | 10.2 | | | | | |] November [removed: 2, 2016] [added: 1, 2017] | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.7*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)[7](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] | | [added: | | | |] [Form of Performance Share Award Agreement under the 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)] | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [added: | | | |] 10.2 | | [removed: November 1, 2017] | [added: | | | October 31, 2018 | | | | | | | | | | | | | | | | | | | | |]

| [removed: [10.8*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] [added: [10.8*](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] | | [added: | | | |] [Form of Performance Share Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive Plan for awards made in [removed: 2018.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [removed: 10.2] | | [added: | | 10.1 | | | | | |] October 31, [removed: 2018] [added: 2019] | [added: | | | | | | | | | | | | | | | | | | | |]

| [10.9*](http://www.sec.gov/Archives/edgar/data/21076/000002107617000008/clxq1fy18exhibit101.htm) | | [added: | | | |] [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) | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [added: | | | |] 10.1 | | [added: | | | |] October 31, 2018 | [added: | | | | | | | | | | | | | | | | | | | |]

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

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

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

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

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

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

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

| [10.17*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm) | | [added: | | | |] [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) | | [added: | | | |] 10-Q | | [added: | | | |] 001-07151 | | [added: | | | |] 10.1 | | [added: | | | |] May 2, 2018 | [added: | | | | | | | | | | | | | | | | | | | |]

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

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[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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

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

| [4.1](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm) | | | | | | [Eighth Supplemental Indenture, dated as of May 8, 2020, between the Company and Wells Fargo Bank, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | May 8, 2020 | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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

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

| 104 | | | | | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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| | [added: | |] THE CLOROX COMPANY | | [added: | | | | | | | | | |]

| Date: August 13, [removed: 2019] [added: 2020] | [added: | |] By: | [added: | |] /s/ Benno Dorer | [added: | | | | | | | |]

| | | [added: | | | |] Benno Dorer | [added: | | | | | | | |]

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

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

| /s/ A. Banse | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| A. Banse | | | | | [added: | | | | | | | | | |]

| /s/ R. H. Carmona | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| R. H. Carmona | | | | | [added: | | | | | | | | | |]

| /s/ S. C. Fleischer | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| S. C. Fleischer | | | | | [added: | | | | | | | | | |]

| /s/ E. Lee | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| E. Lee | | | | | [added: | | | | | | | | | |]

| /s/ A. D. D. Mackay | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

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

| /s/ R. W. Matschullat | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| R. W. Matschullat | | | | | [added: | | | | | | | | | |]

| /s/ M. J. Shattock | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| M. J. Shattock | | | | | [added: | | | | | | | | | |]

| /s/ P. Thomas-Graham | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| P. Thomas-Graham | | | | | [added: | | | | | | | | | |]

| /s/ R. J. Weiner | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

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

| /s/ C. J. Williams | | [added: | | | |] Director | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| C. J. Williams | | | | | [added: | | | | | | | | | |]

| /s/ B. Dorer | | [added: | | | |] Chair and Chief Executive Officer (Principal Executive Officer) | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| B. Dorer | | | | | [added: | | | | | | | | | |]

| /s/ K. B. Jacobsen | | [added: | | | |] Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

| K. B. Jacobsen | | | | | [added: | | | | | | | | | |]

| /s/ J. R. Baker | | [added: | | | |] Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | [added: | | | |] August 13, [removed: 2019] [added: 2020] | [added: | |]

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

[Table of Contents](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)[](#ia45c415f276245979f4403bf4a1f1bef_7)

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

| /s/ K. Tesija | | | | | | Director | | | | | | August 13, 2020 | | |

| K. Tesija | | | | | | | | | | | | | | |

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

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| /s/ C. M. Ticknor | | Director | | August 13, 2019 |

| C. M. Ticknor | | | | |