(a)Financial Statements and Schedules:
Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included in Exhibit 99.1, incorporated herein by reference.
Reports of Independent Registered Public Accounting Firm.
Consolidated Statements of Earnings for the fiscal years ended June 30, 2020, 2019 and 2018.
Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2020, 2019 and 2018.
Consolidated Balance Sheets as of June 30, 2020 and 2019.
Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2020, 2019 and 2018.
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2020, 2019 and 2018.
Notes to Consolidated Financial Statements.
(b)Exhibits:
INDEX TO EXHIBITS
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | | | | | | |
| 3.1 | | | | | | Restated Certificate of Incorporation. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 3.1 | | | | | | August 14, 2018 | | | | | | | | | | | | | | | | | | | | |
| 3.2 | | | | | | Bylaws (amended and restated). | | | | | | 8-K | | | | | | 001-07151 | | | | | | 3.2 | | | | | | September 15, 2016 | | | | | | | | | | | | | | | | | | | | |
| 3.3 | | | | | | Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 3.1 | | | | | | July 19, 2011 | | | | | | | | | | | | | | | | | | | | |
| 4.1 | | | | | | Indenture, dated as of December 3, 2004, between the Company and The Bank of New York Trust Company N.A., as trustee. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | December 3, 2004 | | | | | | | | | | | | | | | | | | | | |
| 4.2 | | | | | | Indenture, dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee. | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | 4.1 | | | | | | December 4, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.3 | | | | | | First Supplemental Indenture, dated as of November 9, 2009, among the Company, The Bank of New York Trust Company N.A., and Wells Fargo Bank, National Association, as trustee. | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | 4.2 | | | | | | December 4, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.4 | | | | | | Second Supplemental Indenture, dated as of November 9, 2009, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | 4.3 | | | | | | December 4, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.5 | | | | | | Third Supplemental Indenture, dated as of November 17, 2011, between the company and Wells Fargo Bank, National Association, as trustee. | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | 4.4 | | | | | | December 4, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.6 | | | | | | Fourth Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | 4.5 | | | | | | December 4, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.7 | | | | | | Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | December 9, 2014 | | | | | | | | | | | | | | | | | | | | |
| 4.8 | | | | | | Sixth Supplemental Indenture, dated as of September 28, 2017, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | September 28, 2017 | | | | | | | | | | | | | | | | | | | | |
| 4.9 | | | | | | Seventh Supplemental Indenture, dated as of May 9, 2018, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | May 9, 2018 | | | | | | | | | | | | | | | | | | | | |
Table of Contents
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| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | | | | | | |
| 4.10 | | | | | | Eighth Supplemental Indenture, dated as of May 8, 2020, between the Company and Wells Fargo Bank, National Association, as trustee. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | May 8, 2020 | | | | | | | | | | | | | | | | | | | | |
| 4.11 | | | | | | Description of Capital Stock of The Clorox Company | | | | | | 10-K | | | | | | 001-07151 | | | | | | 4.10 | | | | | | August 14, 2019 | | | | | | | | | | | | | | | | | | | | |
| 10.1* | | | | | | The Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, 2008. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.55 | | | | | | May 2, 2008 | | | | | | | | | | | | | | | | | | | | |
| 10.2* | | | | | | The Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, 2004. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10(x) | | | | | | August 27, 2004 | | | | | | | | | | | | | | | | | | | | |
| 10.3* | | | | | | Amendment No.1 to The Clorox Company Non-Qualified Deferred Compensation Plan. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.3 | | | | | | August 16, 2016 | | | | | | | | | | | | | | | | | | | | |
| 10.4* | | | | | | The Clorox Company Annual Incentive Plan, amended and restated as of September 17, 2013. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.8 | | | | | | August 25, 2014 | | | | | | | | | | | | | | | | | | | | |
| 10.5* | | | | | | The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 14, 2012. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | February 5, 2013 | | | | | | | | | | | | | | | | | | | | |
| 10.6* | | | | | | Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2017. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 1, 2017 | | | | | | | | | | | | | | | | | | | | |
| 10.7* | | | | | | Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2018. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | October 31, 2018 | | | | | | | | | | | | | | | | | | | | |
| 10.8* | | | | | | Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2019. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | October 31, 2019 | | | | | | | | | | | | | | | | | | | | |
| 10.9* | | | | | | Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | October 31, 2018 | | | | | | | | | | | | | | | | | | | | |
| 10.10* | | | | | | Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.3 | | | | | | November 1, 2017 | | | | | | | | | | | | | | | | | | | | |
| 10.11* | | | | | | The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, 2008. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.18 | | | | | | August 19, 2008 | | | | | | | | | | | | | | | | | | | | |
| 10.12* | | | | | | Amendment No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.18 | | | | | | August 26, 2011 | | | | | | | | | | | | | | | | | | | | |
| 10.13* | | | | | | Amendment No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.13 | | | | | | August 16, 2016 | | | | | | | | | | | | | | | | | | | | |
| 10.14* | | | | | | The Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, 2009. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.17 | | | | | | November 3, 2009 | | | | | | | | | | | | | | | | | | | | |
| 10.15* | | | | | | Amendment No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, 2011. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.21 | | | | | | November 3, 2011 | | | | | | | | | | | | | | | | | | | | |
| 10.16* | | | | | | Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, 2012. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 2, 2012 | | | | | | | | | | | | | | | | | | | | |
| 10.17* | | | | | | Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | May 2, 2018 | | | | | | | | | | | | | | | | | | | | |
| 10.18* | | | | | | The Clorox Company Executive Incentive Compensation Plan, amended and restated as of February 7, 2008. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.58 | | | | | | May 2, 2008 | | | | | | | | | | | | | | | | | | | | |
| 10.19* | | | | | | Form of Indemnification Agreement. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.27 | | | | | | May 4, 2010 | | | | | | | | | | | | | | | | | | | | |
| 10.20* | | | | | | Second Amended and Restated Executive Change in Control Severance Plan, effective February 11, 2020. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.1 | | | | | | February 14, 2020 | | | | | | | | | | | | | | | | | | | | |
| 10.21* | | | | | | Severance Plan for Clorox Executive Committee Members, second amended and restated effective February 11, 2020. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.2 | | | | | | February 14, 2020 | | | | | | | | | | | | | | | | | | | | |
| 10.22* | | | | | | The Clorox Company Executive Retirement Plan, effective as of July 1, 2011. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.27 | | | | | | May 4, 2011 | | | | | | | | | | | | | | | | | | | | |
| 10.23* | | | | | | Amendment No. 1 to The Clorox Company Executive Retirement Plan. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.22 | | | | | | August 16, 2016 | | | | | | | | | | | | | | | | | | | | |
Table of Contents
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|---|
| | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | | | | | | | | | | |
| 10.24* | | | | | | The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.29 | | | | | | August 26, 2011 | | | | | | | | | | | | | | | | | | | | |
| 10.25* | | | | | | Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.24 | | | | | | August 16, 2016 | | | | | | | | | | | | | | | | | | | | |
| 10.26* | | | | | | The Clorox Company Director Equity Award Policy, effective as of November 15, 2017. | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.26 | | | | | | August 14, 2018 | | | | | | | | | | | | | | | | | | | | |
| 10.27 | | | | | | Credit Agreement dated as of November 15, 2019, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent. | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.1 | | | | | | November 18, 2019 | | | | | | | | | | | | | | | | | | | | |
| 10.28 | | | | | | Amended and Restated Joint Venture Agreement dated as of January 31, 2003, between The Glad Products Company and certain affiliates and The Procter and Gamble Company and certain affiliates. | | | | | | 10-K/A | | | | | | 001-07151 | | | | | | 10.26 | | | | | | September 30, 2016 | | | | | | | | | | | | | | | | | | | | |
| 10.29 | | | | | | Amendment No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 15, 2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | February 2, 2018 | | | | | | | | | | | | | | | | | | | | |
| 10.30 | | | | | | First Extension and Amendment of the Amended and Restated Joint Venture Agreement, dated as of December 20, 2017, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates. | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | February 2, 2018 | | | | | | | | | | | | | | | | | | | | |
| 21 | | | | | | Subsidiaries. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 23 | | | | | | Consent of Independent Registered Public Accounting Firm. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.1 | | | | | | Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 31.2 | | | | | | Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 32 | | | | | | Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 99.1 | | | | | | 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 Firm. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 99.2 | | | | | | Reconciliation of Economic Profit (Unaudited). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 104 | | | | | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(*) Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
Table of Contents