Clorox (CLX) 10-K risk factor changes: FY2022 vs FY2021

Increased purchases of “private label” products or other lower cost priced brands could [removed: reduce] [added: negatively impact] net sales of the Company’s higher-margin products or there could be a shift in product mix to lower-margin offerings, [removed: which] [added: especially at a time of rising inflation, and this] would negatively impact our margins.

If the Company’s advertising, marketing and promotional programs, including its use of digital [added: and social] media to reach consumers, are not effective or adequate, the Company’s net sales may be negatively impacted.

[removed: The Company expects such activities to include] [added: Heightened competitive activity from strong local competitors, other large multinational companies, and new entrants into the market may result in] more aggressive product claims and marketing challenges, increased promotional spending and geographic expansion, and marketing of new disinfecting products.

Alternative retail channels, including hard discounters, subscription services and buying clubs, have become [added: and may continue to be] more prevalent and [removed: popular.][added: popular than traditional retailers.]

In addition, a growing number of alternative sales channels and business models, such as niche brands, native online brands, private label and store brands, direct-to-consumer brands and channels and discounter channels, have emerged in the markets we [removed: serve.][added: serve driven, in part, by the COVID-19 pandemic.]

In particular, the growing presence of, and increasing sales through, e-commerce retailers have affected, and may continue to affect, consumer [added: behavior or] preferences (as consumers increasingly shop [removed: online, including in response to the COVID-19 pandemic)] [added: online] and [added: via mobile and social applications) and] market 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, 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 ESG practices of manufacturers, including the sourcing and sustainability of packaging materials, such as single-use plastics; a growing demand for natural or organic products and ingredients; evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products; [removed: and] changing consumer sentiment toward non-local products or [removed: sources.][added: sources; and changing perceptions of environmental impacts (including packaging, energy and water use and waste management).]

If we are not successful in continuing to adapt to changing consumer preferences and market dynamics or expanding sales through e-commerce retailers or alternative retail channels, our [removed: business, financial condition and results of operations may be negatively impacted.]

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

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

[removed: The currently evolving situation related to the COVID-19 pandemic] [added: Such impacts] could [added: materially] adversely affect the Company’s business, financial condition and results of [removed: operations.][added: operations.]

- Significant disruptions in our business operations and in the ability of significant third-party vendors, manufacturing and other business or commercial partners, including customers, to meet [added: their] obligations to [removed: us.][added: us;]

- Significant decrease or volatility in sales of or demand for our [removed: significant] [added: primary] products due to, among other things: [added: any decreased demand for cleaning and disinfecting products as COVID-19 restrictions continue to lift and we transition from a pandemic to endemic state;] closure or reduced operating hours of our key customers; consumer inability to purchase our products due to [removed: prolonged inventory shortages,] [added: personal] illness or government implemented restrictions and any resulting changes in consumer preference; [added: and] reduced availability of certain products as we prioritize the production of other products due to [removed: increased demand; decreased future demand due to recent customer or consumer stockpiling of products or increased consumer mobility as other government restrictions continue to ease; any negative reputational impact resulting from our new partnerships in industries involving shared space or an adverse perception of our pandemic response, perceived price gouging effected or product recommendations made by third parties that we do not control;] changes in [removed: retailer or distributor restocking or fulfillment practices; or worldwide, regional and local adverse economic and financial market conditions, including increased risk of inflation.][added: demand;]

- Significant U.S. or international governmental actions, or other limitations or restrictions, including restrictions on the ability of our employees, suppliers, customers or third-party partners to travel or perform necessary business functions or our ability to manufacture, ship, distribute, market or sell our [removed: products.][added: products; and]

[removed: In addition,] [added: Furthermore,] we have experienced [added: and could continue to experience] higher costs in certain areas as a result of [removed: 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,] [added: COVID-19,] which may continue, increase or become necessary in these or other areas.

The extent of COVID-19’s effect on our operational and financial performance in the future will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to manufacture and distribute our products, any future government actions affecting [removed: consumers] [added: consumers, our business operations, including any vaccine mandates,] and the economy generally, changing economic conditions and any resulting inflationary impacts, as well as timing and effectiveness of global vaccines, all of which are uncertain and difficult to predict considering the rapidly evolving landscape.

[removed: Although the potential effects that] [added: The ongoing] COVID-19 [removed: may] [added: pandemic and related impacts has had, and could] continue to [removed: have] [added: have, an adverse effect] on the [removed: Company are not clear, such impacts could materially adversely affect the] Company’s business, financial condition and results of [removed: operations.][added: operations.]

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 25% of consolidated net sales for the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] 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 [added: 2022,] 2021, [removed: 2020,] and [removed: 2019] [added: 2020,] and a significant portion of the Company’s future revenues may continue to be derived from a small number of customers.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

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

During fiscal year [removed: 2021, 85%] [added: 2022, 84%] of the Company’s net sales were attributable to U.S. markets, including U.S. territories.

The Company [removed: is implementing] [added: has implemented] price increases and may implement additional 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.

- successfully enter [removed: categories and] [added: categories,] markets [added: and business models] in which the Company may have limited or no prior experience;

- achieve distribution expansion related to products, categories and markets from acquisition and retain key relationships [added: and or personnel] of acquired companies;

Furthermore, acquisitions or ventures could also result in dilutive issuances of equity securities, the incurrence of debt, the assumption of contingent liabilities, such as those relating to advertising claims, environmental issues and litigation, [added: negative reputational issues,] an increase in expenses related to intangible assets, including trademarks and goodwill, and increased operating expenses, all of which could adversely affect the Company’s financial condition and results of operations.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

[added: Future acquisitions of foreign companies or new foreign ventures would subject the Company to local regulations and could] potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, tax or labor laws, government price control, repatriation of profits and liabilities relating to the Foreign Corrupt Practices [removed: Act.][added: Act (“FCPA”).]

The Company also licenses certain of its brands to third parties, and, with the increase in demand for public disinfecting and cleaning products due to the COVID-19 pandemic, the Company has increased [added: and may continue to increase] its focus on partnering with, or licensing its intellectual property to, companies in industries involving shared space, and may partner with other companies, to provide disinfecting products and cleaning education and protocols, and to leverage its related brands.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

[added: In addition, if sales generated by new] products cause a decline in sales of the Company’s existing products, the Company’s business, financial condition and results of operations could be materially adversely affected.

Volatility and increases in the [removed: costs] [added: cost] of raw materials, including resin, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard, soybean oil, solvent, derivatives of amines, and other chemicals and agricultural commodities, and [added: rapid] increases in the cost of energy, transportation, labor and other necessary supplies or services, [removed: for commercial, economic or other reasons including as caused by inflationary pressures,] have harmed, and [removed: may] [added: are likely to] continue to harm, the Company’s results of operations.

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

Supply chain issues [removed: may] [added: can] result in product shortages or disruptions to the Company’s business.

The Company has a complex global network of suppliers that has [removed: recently] expanded to meet increased customer demand and may, in the future, further evolve in response to market conditions.

The Company [added: has experienced and] could [added: continue to] experience material disruptions in production and other supply chain issues, including as a result of supply chain dependencies, which could result in out-of-stock conditions, and its results of operations and relationships with customers could be adversely affected if new or existing suppliers are unable to meet any standards set by the Company, government or industry regulations, or the Company’s customers, if the Company is unable to contract with suppliers at the quantity, quality and price levels needed for its business, if any of the Company’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress, or if any environmental, [added: economic or other outside factors impact its operations.]

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

The [removed: COVID-19 pandemic has resulted in] [added: Company experienced significantly] elevated demand for disinfecting products and other consumer and professional [removed: products,] [added: products during the height of the COVID-19 pandemic,] as compared to pre-pandemic [removed: levels, even though U.S. consumers have begun to adjust their behaviors as vaccination rates have improved.][added: levels.]

This [removed: has] [added: increase] caused strain on the Company’s supply chain network and its ability to meet such demand, [removed: especially with respect to its disinfecting products,] due [removed: to, among other things,] [added: to] 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 [added: and shortages] in transportation and logistics operations, and [removed: shortage,] restriction [added: of] or disruption in its manufacturing and distribution [removed: capacity.][added: capacity, among other things.]

[removed: The Company’s inability] [added: If demand were] to [added: increase again in a similar manner, the Company may be unable to] fully or substantially meet [removed: such demand] [added: demand, which] 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.

As the COVID-19 pandemic conditions change, we cannot predict how the retail environment will evolve or whether there will continue to be a greater consumer emphasis on health and wellness.

business, financial condition and results of operations may be negatively impacted.

- Worldwide, regional and local adverse economic and financial market conditions, including increased risk of inflation; fluctuations in commodities, packaging, transportation and other input costs; increased unemployment; decreased disposable income; declining consumer confidence; or economic slowdowns or recessions in any of our major markets, all of which could impact the manufacturing operations of the Company or our third-party partners;

- Adverse impacts on our supply chain, including manufacturing by the Company or third-party partners, due to raw material, packaging or other supply shortages, labor shortages or reduced availability of air or other commercial transport, port congestion and closures.

Although we are unable to predict the impact on our ability to source materials in the future, we expect these and other supply chain pressures to continue into the coming year.

In addition, sustained labor shortages or increased turnover rates within our employee base, caused by COVID-19 or as a result of general macroeconomic factors, could lead to increased costs, such as increased wage rates to attract and retain employees, and could negatively affect our ability to efficiently operate our manufacturing and distribution facilities and overall business.

The actions we take in response to any improvements in conditions related to COVID-19, such as our return-to-office plans,

may also vary widely by geography and will likely be made with incomplete information, and may prove to be premature, incorrect or insufficient, and could have a material, adverse impact on our business and results of operations.

Even as efforts to contain the pandemic have made progress and some restrictions have relaxed, new variants of the virus are causing additional outbreaks.

Unfavorable general economic and political conditions beyond our control could negatively impact our financial results.

General economic factors that are beyond our control have materially adversely affected, and could continue to materially adversely affect, our business, results of operations, financial condition and liquidity.

These factors include, but are not limited to, recent supply chain disruptions, labor shortages, wage pressures, rising inflation and potential economic slowdown or recession, as well as housing markets, consumer credit availability, consumer debt levels, fuel and energy costs (for example, the price of gasoline), interest rates, tax rates and policy, unemployment trends, the impact of natural disasters, pandemics, civil disturbances and terrorist activities, foreign currency exchange rate fluctuations, conditions affecting the retail environment for products sold by us and other matters that influence consumer spending and preferences.

Other financial uncertainties in our major markets and unstable geopolitical conditions in certain markets, including civil unrest and governmental changes, could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

Restrictions on our ability to transfer earnings or capital across borders, price controls, limitations on profits, retaliatory tariffs, import authorization requirements and other restrictions on business activities which have been or may be imposed or expanded as a result of political and economic instability, deterioration of economic relations between countries or otherwise, could impact our profitability.

In addition, U.S. trade sanctions against countries designated by the U.S. government as state sponsors of terrorism and/or financial institutions accepting transactions for commerce within such countries could increase significantly, which could make it impossible for us to continue to make sales to customers in such countries.

The imposition of retaliatory sanctions against U.S. multinational corporations by countries that are or may become

subject to U.S. trade sanctions, or the delisting of our branded products by retailers in various countries in reaction to U.S. trade sanctions or other governmental action or policy, could also negatively affect our business.

In February 2022, Russia invaded Ukraine.

Although we recently suspended our cat litter distribution business in Russia (amounting to fiscal year 2021 net sales of $7 million) in March 2022, we have experienced, and expect to continue to experience, the indirect impacts of the conflict in Ukraine, including increases in the cost of raw and packaging materials and commodities (including the price of oil), supply chain and logistics challenges and foreign currency volatility, and it is not possible to predict the broader or longer-term consequences of this conflict or the sanctions imposed to date.

Our ability to attract and retain talent has been and may continue to be impacted by challenges in the labor market, particularly in the U.S., which is experiencing wage inflation, sustained labor shortages, a shift toward remote work and the effects of COVID-19.

The Company’s ability to attract or retain qualified personnel in the future has been and may continue to be impacted by the labor market.

In addition, labor costs in the U.S. are rising, and our industry is experiencing a shortage of workers.

Labor is one of the primary components in the cost of operating our business.

If we face labor shortages and increased labor costs as a result of increased competition for employees, higher employee turnover rates, increases in employee benefits costs, or labor union organizing efforts, our operating expenses could increase and our growth and results of operations could be adversely impacted.

Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to disruptions in our business.

We may be unable to increase prices of our products in order to pass future increased labor costs onto our customers, in which case our margins would be negatively affected.

Additionally, if we increase product prices to cover increased labor costs, the higher prices could adversely affect sales volumes.

In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record impairments of intangible assets, including trademarks and goodwill.

Significant inflationary pressures have impacted our gross margin in fiscal year 2022, and we expect inflationary pressures to continue into fiscal year 2023.

We have also experienced and may continue to experience disruption in our manufacturing operations and supply chain.

Many of the raw materials and supplies used in the production of our products are subject to price volatility and fluctuations in availability caused by many factors, including market conditions, inflation, supplier capacity restraints, geopolitical developments (including the ongoing conflict in Ukraine), changes in supply and demand, weather conditions (including the potential effects of climate change), fire, natural disasters, growing and harvesting conditions, energy costs, health epidemics or pandemics or other contagious outbreaks (including COVID-19), labor shortages, currency fluctuations, governmental actions (including import and export requirements such as new or increased tariffs, sanctions, quotas or trade barriers), port congestions or delays, transport capacity restraints, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, acts of terrorism and other factors beyond our control.

Certain raw materials, supplies and other goods and services have been impacted by the COVID-19 pandemic and inflationary pressures and although we are unable to predict the impact to our ability to source such materials and services in the future, we expect these supply pressures and market disruptions to continue into fiscal year 2023.

The Company also requires new and existing suppliers to meet its ethical and business partner standards, and if our existing or new suppliers fail to meet such standards or if we are unable to contract with suppliers on favorable terms, our business, results of operations, cash flows and financial condition could be adversely affected.

In addition, the Company may increase production in-house and reduce its supply and manufacturing arrangements with third parties, which may lead to additional costs connected to such transition and unwinding of certain manufacturing relationships.

In addition, while we have purchased cybersecurity insurance, costs related to a cyberattack may exceed the amount of insurance coverage or be excluded under the terms of our cybersecurity policy.

As cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as appropriate for our operations.

In addition, such incidents could result in

We have incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations.

Increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.

These laws and regulations change frequently, and new legislation continues to be introduced and may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.

In addition, as the Company currently experiences elevated demand for many of its products, especially its disinfecting products, it expects continued 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.

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.

However, the retail environment continues 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.

If these e-commerce and

Future acquisitions of foreign companies or new foreign ventures would subject the Company to local regulations and could

In addition, to the extent that the economic benefits associated with any of the Company’s acquisitions or investments diminish in the future or the performance of such acquired companies is less robust than expected, the Company may be required to record impairment charges, such as the $329 million pre-tax non-cash impairment charge that the Company recorded during the third quarter of fiscal year 2021, as a result of an adjustment to the carrying values of goodwill, trademarks and other assets in the Better Health Vitamins, Minerals and Supplements (VMS) business.

In addition, if sales generated by new

The Company may not be able to attract or retain qualified personnel in the future.

We distribute our products and receive raw materials primarily by rail and truck.

Reduced availability of rail or trucking capacity and labor shortages have caused, and could continue to cause, us to incur unanticipated expenses.

In particular, reduced trucking capacity due to shortages of drivers, as a result of the COVID-19 pandemic, and a federal regulation requiring drivers to electronically log their driving hours, among other reasons, have caused an increase in the cost of transportation for us and our suppliers.

economic or other outside factors impact its operations.

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

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

The operations of the Company and its suppliers are subject to disruption by events beyond the Company’s control.

Operations of the Company, its suppliers (including sole-source and single-source suppliers), service providers and retail customers are subject to disruption for a variety of reasons, including work stoppages, cyber-attacks and other disruptions in information technology systems, demonstrations, political instability or uncertainty in the U.S. or abroad, disease outbreaks or pandemics, such as the COVID-19 pandemic, acts of war, terrorism, fire, earthquakes, flooding or other natural disasters or weather events, disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational health and safety issues.

In addition, the Company’s corporate headquarters and primary research and development facility are located near major earthquake fault lines in California.

If a major disruption at the Company or its suppliers were to occur, it could result delays or suspension of operations, including loss of access or unauthorized disclosure of critical data, or shipments of products.

Any such disruption could have a material adverse effect on the Company’s business, financial condition and results of operations.

- global or local economic or political instability;

markets where chlorine is used in the production of bleach, whether such actions are undertaken by the Company or by the Company’s business partners;

Furthermore, additional or amended legislation in the

The interpretation and enforcement of such laws and regulations, are continuously developing and evolving and there is significant uncertainty with respect to compliance with them.

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

In July 2020, the Company’s subsidiary in Peru voluntarily recalled the Poett® dilutable cleaning products sold in Peru, which recall affects all such Poett® products manufactured in Peru on or before June 30, 2020.

The Company is responding to and defending government regulatory inquiries regarding the recall and could be the subject of additional litigation, fines, penalties, or other liability relating to property damage, personal injury, negative publicity, or other losses in connection with the recall.

These demands could cause us to incur additional costs or to make changes to our operations to comply with such demands.

Any person or entity purchasing or otherwise acquiring any

In addition, the London Interbank Offered Rate (LIBOR), the interest rate benchmark used as a reference rate for certain borrowings under the Company’s revolving credit facility, is expected to be phased out by the end of calendar year 2023.

Any disruption in the financial markets, interest rate increases, changes that may result from the implementation of new benchmark rates that replace LIBOR, increases to our indebtedness levels or changes to our credit ratings could negatively impact our ability to access financial markets or increase our borrowing costs.

Although the results of claims and litigation cannot be predicted with certainty, based on management’s analysis, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for or disclosed in the [added: Company’s consolidated financial statements in Exhibit 99.1, will not have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.]

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Company’s consolidated financial statements in Exhibit 99.1, will not have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.

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| | | | for the fiscal year ended | | | June 30, [removed: 2021] [added: 2022] | | |

[removed: ][added: ]

[removed: See the definitions of “large accelerated filer,” “accelerated filer,”] “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, [removed: 2020] [added: 2021] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $25.3] [added: $21.4] billion.

As of July [removed: 28, 2021,] [added: 25, 2022,] there were [removed: 122,813,075] [added: 123,163,051] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2021,] [added: 2022,] are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.

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FOR THE FISCAL YEAR ENDED JUNE 30, [removed: 2021][added: 2022]

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[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

This Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2021] [added: 2022] (this Report), including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of governments, consumers, customers, suppliers, employees and the Company, on our business, operations, employees, financial condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties.

Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, [removed: margin,] [added: margins,] earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections.

Words such as “could,” [removed: “will,”] “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” [added: “will,”] “predicts” and variations on such words, and similar expressions that reflect our current views with respect to future events and [removed: operational] [added: operational, economic] and financial performance, are intended to identify such forward-looking statements.

Important factors that could affect performance and cause results to differ materially from management’s [removed: expectations, or could affect the Company’s ability to achieve its strategic goals,] [added: expectations] are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s U.S. Securities and Exchange Commission (SEC) filings.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year [removed: 2021] [added: 2022] net sales of [removed: $7.3] [added: $7.1] billion and about 9,000 employees worldwide as of June 30, [removed: 2021.][added: 2022.]

Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach and cleaning products; Pine-Sol® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Fresh Step® cat litter; Glad® bags and wraps; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration [removed: systems and filters;] [added: products;] Burt’s Bees® natural personal care products; and RenewLife®, Rainbow Light®, Natural Vitality® and NeoCell® vitamins, minerals and supplements.

[removed: More than] [added: About] 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories.

In fiscal year [removed: 2021,] [added: 2022,] the [added: effects of the on-going] COVID-19 pandemic continued to cause economic and societal disruptions as well as [removed: ongoing] [added: on-going] uncertainties.

Integrated goals for environmental, social and governance [added: (ESG)] performance are focused in the areas of Healthy Lives, Clean World and Thriving Communities.

See the definitions of “large accelerated filer,” “accelerated filer,”

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| | | | | | | [Item 9.C.](#i762ddbc0a2844f0f91ec7fe841102c00_909) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i762ddbc0a2844f0f91ec7fe841102c00_909) | | | [27](#i762ddbc0a2844f0f91ec7fe841102c00_909) | | |

| [Signatures](#i762ddbc0a2844f0f91ec7fe841102c00_88) | | | | | | | | | | | | | | | [33](#i762ddbc0a2844f0f91ec7fe841102c00_88) | | |

Business Performance

In addition, supply chain challenges and, more recently, the conflict in Ukraine, contributed to rising cost inflation and ongoing uncertainties in the marketplace.

Other conditions factoring into the dynamic environment included ongoing uncertainty

related to the global pandemic, persistently high manufacturing and logistics costs as well as commodity costs and the conflict in Ukraine, which further exacerbated supply chain challenges.

Clorox continued its longtime commitment to providing value to stockholders through regular dividends.

Guided by its IGNITE strategy, the Company remained focused on making significant investments in its strong brands and strategic digital capabilities to drive long-term value creation.

These investments were made to support category growth and market share improvements.

For example, new products, including Clorox® disinfecting mists; Clorox multipurpose cleaner concentrate; Glad® ForceFlexPlus trash bags in Cherry Blossom scent; Glad ForceFlex Plus with Clorox trash bags in Eucalyptus and Peppermint scent; Glad compostable drawstring bags (Canada); Glad to Be Green 50% ocean bound plastic recycled trash bags (Australia); Fresh Step® Outstretch cat litter; Kingsford® Signature Flavors charcoal, pellets and flavor boosters for charcoal and pellet grills; and Neocell® collagen powders and gummies, were launched in more than 25 categories in fiscal year 2022.

This investment includes replacement of the Company's enterprise resource planning system and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies.

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.

Notably, to advance its Clean World pillar, the Company created an internal roadmap for its net zero and science-based targets, including engaging key business units and activating a plan to engage top suppliers to reduce emissions.

Additionally, a second 12-year virtual power purchase agreement was announced, continuing Clorox’s commitment to 100% renewable electricity for its U.S. and Canadian operations.

Efforts to reduce packaging waste advanced also, including internal initiatives to deliver more recycle-ready materials and address post-consumer recycled content material cost and availability as well as influence ongoing dialogue with the recycling industry through Clorox’s membership in the U.S. Plastics Pact.

In support of its Thriving Communities pillar, this year the Company launched an environmental justice initiative to provide better access to green spaces for underserved communities.

Through the Healthy Parks Project, the foundation plans to invest in community parks in support of the Company's purpose and ESG focus on the interconnectedness of environmental and social sustainability.

Those recognitions include the Human Rights Campaign Foundation’s Corporate Equality Index 2022 as one of the Best Places to Work for LGBTQ+ Equality; the 2022 Bloomberg Gender-Equality Index, which tracks the performance of public companies committed to transparency in gender-data reporting; and Barron’s 100 Most Sustainable U.S. Companies list.

As announced in August 2022, the Company will be implementing a streamlined operating model beginning in the first quarter of fiscal year 2023.

As a result, the Company expects to incur restructuring costs, primarily employee-related costs, as well as associated implementation and other costs, together totaling approximately $75 to $100 million during fiscal years 2023 and 2024, with approximately $35 million to be recognized in fiscal year 2023.

While sufficient raw materials were generally available during fiscal year 2022, supply constraints and commodity costs increases for certain raw materials and finished goods were experienced.

This is due to supply chain disruptions combined with increased demand as the economy re-opened as the world moves into a new phase of the pandemic as well as unfavorable geopolitical and weather events experienced.

For further information regarding the impact of changes in commodity prices, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1, “Risk Factors – Volatility and increases in the costs of raw materials,

Our disinfecting products may be subject to higher levels of seasonality given ongoing pandemic/endemic surges.

Furthermore, heightened competitive activity is expected as inflation continues to increase, consumers experience reduced purchasing power and the Company implements pricing to offset higher costs.

Purpose and Values

Our values are the foundation for everything we do and are essential to our success: *Do the Right Thing*, *Put People at the Center*, and *Play to Win*.

One of the ways we put people at the center is by continuing to work toward a more inclusive and diverse workplace because we believe diverse backgrounds, experiences and perspectives create stronger teams, unlock more innovation and – ultimately – contribute to greater success both individually and collectively.

Our Inclusion and Diversity (I&D) strategy development and execution is led by our Chief Diversity and Social Impact Officer, who joined the Company in July 2022, is a member of the Clorox Executive Committee and reports to our Chief Executive Officer.

Our I&D Committee is chaired by our Chief Operating Officer.

I&D metrics are included in the corporate scorecard regularly reviewed by the board, reflecting our view that advancing I&D is essential to our long-term business success.

Many employees and task forces across different communities, functions and geographies support this work.

We annually conduct pay equity analyses as part of our regular compensation cycle for our non-production teammates, partnering with a third-party labor economist to review potential discrepancies.

Our goal is for each employee to be compensated fairly, irrespective of race, ethnicity and gender.

Over a dozen employee resource groups (ERGs) reflect the diverse demographics of our workforce and are intended to create a sense of belonging for our employees through community, education and awareness, which helps attract and retain diverse talent and deepen our understanding of our diverse consumer base.

We believe that these ERGs also create value for our business by amplifying both employee and consumer voices.

In fiscal year 2022, we were included in Forbes’ 2022 America’s Best Employers for Diversity list, ranking eighth out of 500 companies.

Women made up 36% of our global population, 46% of global senior executives, 47% of global managers, 56% of other global nonproduction employees and 19% of global production employees.

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| [Signatures](#ied67f27a152a4d4c94b6c9d4cbc4a19d_85) | | | | | | | | | | | | | | | [30](#ied67f27a152a4d4c94b6c9d4cbc4a19d_85) | | |

Guided by its IGNITE strategy, the Company is well positioned for the future, making significant investments to drive brand loyalty among new and existing consumers.

Clorox is a health and wellness company at heart, putting people at the center of everything it does.

Whether it’s consumers, employees or communities, the Company is committed to helping people be well and thrive every single day.

Clorox fulfills that purpose through its global portfolio by offering products that support people to be safe and well, enable communities to thrive, and bring joy to everyday life at home.

It also prioritizes building a values-based, inclusive workplace culture that celebrates diversity and enables everyone to be their best selves to drive the business.

The emphasis on giving back to the communities where the Company operates is reflected in foundation programs on community wellness, including racial justice, youth development and education, and sustainability; disease prevention; and disaster relief and preparedness.

In support of those efforts, Clorox contributed about $20 million in combined foundation and corporate cash grants, product donations, and cause marketing in fiscal year 2021.

Other conditions factoring into the dynamic environment included high levels of competition in select categories, supply challenges, uncertainty related to the global pandemic, persistently high manufacturing and logistics costs, and rising commodity costs.

The Company continued to focus on driving profitable sales growth in its U.S. business, leveraging strong demand-building investments, including product innovation to support category growth and market share.

The Company launched new products in many categories in fiscal year 2021, including Clorox disinfecting wet mopping cloths; Clorox disinfecting all-purpose spray cleaner; Clorox Turbo handheld power sprayers; Clorox TurboPro disinfectant cleaners; Glad with Clorox trash bags; Kingsford wood pellets; Brita Longlast+ water filters; Brita water bottles in new colors; Fresh Step with Gain original scent cat litter with the power of Febreze; Fresh Step Clean Paws Simply Unscented cat litter; Hidden Valley Secret Sauce golden flavor; Hidden Valley Original Ranch Plant Powered topping and dressing; and Burt's Bees Squeezy tinted balm.

Production of some recent innovation that had been temporarily suspended during the pandemic, such as Clorox compostable cleaning wipes and Clorox Scentiva products, were relaunched toward the end of the fiscal year.

Since cleaning and disinfecting products account for more than half of the segment’s sales and due to changes in consumer behavior around the world with greater focus on health as a result of the COVID-19 pandemic, consumer demand continues to be high.

Supported by a dedicated supply chain, Clorox expanded its disinfecting wipes business geographically in international markets during fiscal year 2021.

Notably, the Company achieved 100% renewable electricity for U.S. and Canada operations in January 2021 – four years earlier than initially planned.

Efforts to reduce packaging waste, promote product stewardship, support employee and consumer well-being, and drive inclusion and diversity also made meaningful advancements, while several brands also announced their own sustainability goals.

Clorox also became a signatory to the Ellen MacArthur Foundation's New Plastics Economy Global Commitment.

Bloomberg Gender-Equality Index, the Human Rights Campaign’s 2021 Corporate Equality Index and the 2021 Parity.org Best Places for Women to Advance list, among others.

Sufficient raw materials were generally available during fiscal year 2021.

Due primarily to weather and COVID-19 related supply chain disruptions combined with increased demand as the economy re-opens, limited supply constraints and commodity costs increases for certain raw materials and finished goods were experienced.

Furthermore, 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.

Purpose

Values-Based Culture

As a Company, we are guided by core beliefs that represent who we are, how we conduct our business and our expectations for our people and business partners.

Our values also reinforce our focus on delivering growth and inform how we treat and care for our employees.

*Company Values*

Do the Right Thing: It's bigger than any one of us, yet it starts with each of us.

We lead with integrity, and we earn trust – in every moment and with every choice.

We are hungry to grow our business and believe that winning only counts if it's done in the right way.

Put People at the Center: We genuinely care about people.

So, we understand the impact of our words and actions and feel a responsibility to deliver for our consumers, customers, teammates and communities.

We meet our commitments, put health and safety first and strive for a just and inclusive world.

Play to Win: We set the pace for growth in each of our categories.

We reimagine the game and are each hungry to do more, think bigger, and execute better.

It feels like a punch to the gut when we lose.

We have high aspirations and the grit to take on big challenges, so we move forward together with courage and resilience in the face of obstacles.

One of the ways we have put people at the center is by continuing to work toward a more inclusive and diverse workplace where each person feels respected, valued and seen and can be the best version of themselves – from women and people of color to LGBTQ+ and veterans, among others.

With employees, management and directors representing the diversity of consumers we serve around the world, we are able to access stronger insights into different cultures and backgrounds, which ultimately helps us better address consumer needs.

About a dozen employee resource groups reflecting the diverse demographics of our workforce also provide important perspectives through ongoing learning and dialogue with businesses and the Company as a whole on a variety of issues related to marketing, inclusion, diversity and racial justice.

The names, ages, year first elected and current titles of each of the executive officers of the Company as of August 10, [removed: 2021,] [added: 2022,] are set forth below:

| Linda Rendle | | | [removed: 43] [added: 44] | | | 2016 | | | Chief Executive Officer | | |

| Kevin B. Jacobsen | | | [removed: 55] [added: 56] | | | 2018 | | | Executive Vice President – Chief Financial Officer | | |

| Kirsten Marriner | | | [removed: 48] [added: 49] | | | 2016 | | | Executive Vice President – Chief People and Corporate Affairs Officer | | |

| [removed: Tony Matta] [added: Stacey Grier] | | | [removed: 53] [added: 59] | | | [removed: 2020] [added: 2019] | | | Executive Vice President – Chief Growth [added: and Strategy] Officer | | |

| Eric Reynolds | | | [removed: 51] [added: 52] | | | 2015 | | | Executive Vice President – Chief Operating Officer | | |

| Chau Banks | | | [removed: 52] [added: 53] | | | 2020 | | | Senior Vice President – Chief Information and Enterprise Analytics Officer | | |

| Diego J. Barral | | | [removed: 51] [added: 52] | | | 2018 | | | Senior Vice President – General Manager, International Division | | |

| [removed: Troy Datcher] [added: Matt Gregory] | | | [removed: 53] [added: 49] | | | [removed: 2019] [added: 2021] | | | Senior Vice President – Chief Customer Officer | | |

| [removed: Stacey Grier] [added: Eric Schwartz] | | | [removed: 58] [added: 50] | | | [removed: 2019] [added: 2022] | | | Senior Vice President – Chief Marketing [removed: and Strategy] Officer | | |

| Angela Hilt | | | [removed: 49] [added: 50] | | | 2020 | | | Senior Vice President – Chief Legal Officer | | |

| Rick McDonald | | | [removed: 61] [added: 62] | | | 2020 | | | Senior Vice President – Chief [removed: Product] Supply [added: Chain] Officer | | |

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

[removed: She] served in various leadership roles, including as senior vice president, director of talent management and development at Fifth Third Bank, from October 2004 to March 2013.

Ms. Marriner joined the Company in [removed: March] 2016.

[removed: Tony Matta] [added: Stacey Grier] is the executive vice president – chief growth [added: and strategy] officer of the Company, a position [removed: he] [added: she] has held since [removed: October 2020.][added: March 2022.]

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

[removed: Mr. Matta] [added: Ms. Banks] joined the Company in 2020.

[removed: Troy Datcher] [added: Matt Gregory] is the senior vice president – chief customer officer of the Company, a position he has held since [removed: February 2019.][added: September 2021.]

[removed: Denise Garner] [added: Rick McDonald] is the senior vice president – chief [removed: innovation] [added: supply chain] officer of the Company, a position [removed: she] [added: he] has held since [removed: January 2015.][added: December 2020.]

Prior to this role, [removed: she] [added: he] served as vice [removed: president, R&D] [added: president] – global [removed: cleaning & international,] [added: operations] from [removed: January 2010] [added: December 2017] to December [removed: 2014.][added: 2020.]

Ms. [removed: Garner] [added: Dunphey] joined the Company in [removed: 1988.][added: 2022.]

[removed: Stacey Grier is the] [added: From January 2019 to March 2022, she served as] senior vice president – chief marketing [removed: and strategy officer of the Company, a position she has held since January 2019,] [added: officer,] having taken on [added: additional] responsibility for enterprise strategy since September 2020.

[removed: Rick McDonald] [added: Eric Schwartz] is the senior vice president [removed: -] [added: and] chief [removed: product supply] [added: marketing] officer of the Company, a position he has held since [removed: December 2020.][added: March 2022.]

He served as vice president [removed: -] [added: –] integration, international division from May 2013 to November 2017.

Mr. McDonald has held other leadership roles in the Company’s product supply organization, including vice president [removed: -] [added: –] global logistics, and vice president – integrator, cleaning division.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

| Rebecca Dunphey | | | 44 | | | 2022 | | | Senior Vice President – General Manager, Specialty | | |

| Chris Hyder | | | 47 | | | 2021 | | | Senior Vice President – General Manager, Cleaning and Professional Products | | |

| Michael Ott | | | 53 | | | 2022 | | | Senior Vice President – Chief Research and Development Officer | | |

| Shanique Bonelli-Moore | | | 42 | | | 2022 | | | Vice President - Chief Diversity and Social Impact Officer | | |

She

Rebecca Dunphey is the senior vice president and general manager – specialty division of the Company, a position she has held since March 2022.

Prior to joining Clorox, she was president – personal care for Kimberly-Clark North America from October 2020 to March 2022.

Previously, she served as Kimberly-Clark’s president – baby & child care from April 2018 to October 2020 and president – adult and feminine care from September 2016 to March 2018.

Ms. Dunphey has extensive general management and brand marketing experience across multiple businesses in the consumer packaged goods industry.

Previously, he was vice president – general manager, health & beauty from October 2020 to September 2021, and vice president – general manager, Burt’s Bees from December 2017 to September 2020.

From February 2015 through December 2017, he was vice president – general manager, charcoal.

Mr. Gregory joined Clorox in 2004 and subsequently held positions of increasing responsibility.

Chris Hyder is the senior vice president – cleaning and professional products division of the Company, a position he has held since September 2021.

Previously, he was vice president – general manager, cleaning division since July 2019 and vice president – general manager, homecare from September 2018 to July 2019.

From January 2016 through September 2018, he was vice president of marketing – cleaning and general manager – laundry.

Mr. Hyder joined the Company in 2003 and subsequently held positions of increasing responsibility.

Michael Ott is the senior vice president – chief research & development officer and interim sustainability officer of the Company, a position he has held since June 2022.

Previously, he served as vice president, research & development – specialty division and interim sustainability officer, a position he held from August 2018 through May 2022, having taken on responsibility for sustainability since November 2021.

Previously, he was vice president, research & development – cleaning, international, and professional products divisions, from October 2014 to August 2018.

Mr. Ott joined the Company in 1996 as a scientist and has since held positions of increasing responsibility in research & development.

[Table of Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)

Previously, he was senior vice president and general manager – specialty, from July 2019 to March 2022.

Prior to joining Clorox, he was chief marketing officer and general manager at Tyson Foods, poultry segment, from January 2017 to February 2019.

Earlier in his career, he held positions of increasing responsibility at Tyson Foods and Henkel.

Mr. Schwartz rejoined the Company in 2019 after serving as brand manager at the Company from 2000 to 2004.

Shanique Bonelli-Moore is the vice president and chief diversity and social impact officer of the Company, a position she has held since July 2022.

Prior to joining Clorox, she was executive director of inclusion at United Talent Agency from January 2019 to June 2022, and director of corporate communications from April 2018 to December 2018.

From November 2016 to April 2018, she was senior director of global internal communications and diversity & inclusion lead at BuzzFeed Entertainment.

Earlier in her career, she held positions at leading companies including Anheuser-Busch InBev, NBCUniversal and GE where she focused on corporate communication, diversity, inclusion and belonging.

[Table of Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)

| Denise Garner | | | 57 | | | 2015 | | | Senior Vice President – Chief Innovation Officer | | |

Prior to joining Clorox, he was president of Nestlé Coffee Partners, a division of Nestlé U.S., from August 2018 to October 2020.

Before joining Nestlé, he served as Starbucks Corporation's president, global channel development from January 2017 to August 2018, and senior vice president and general manager, U.S. CPG business from April 2016 to January 2017.

Previously, he was chief marketing officer at Kraft Foods Canada Inc. from June 2013 to March 2016.

Before joining Kraft, Mr. Matta held

various leadership roles in marketing at PepsiCo and Procter & Gamble in the U.S., U.K. and Canada.

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

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

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

Mr. Datcher first joined the Company in 1998.

Prior to this role, he served as vice president - global operations from December 2017 to December 2020.

The number of record holders of the Company’s common stock as of July [removed: 28, 2021,] [added: 25, 2022,] was [removed: 9,624] [added: 9,300] based on information provided by the Company’s transfer agent.

The following table sets forth the purchases of the Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the fourth quarter of fiscal year [removed: 2021.][added: 2022.]

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

[removed: (2)Average] [added: (1)Average] price paid per share in the period includes commission.

| April 1 to 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $993 million | | |

| May 1 to 31, 2022 | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

| June 1 to 30, 2022 | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

| | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| April 1 to 30, 2021 | | | — | | | | | | $ | — | | | | | — | | | | | | $1,293 million | | |

| May 1 to 31, 2021 | | | 760,000 | | | | | | 179.41 | | | | | | 760,000 | | | | | | $1,156 million | | |

| June 1 to 30, 2021 | | | 925,726 | | | | | | 176.77 | | | | | | 925,726 | | | | | | $993 million | | |

| | | | 1,685,726 | | | | | | $ | 177.96 | | | | | 1,685,726 | | | | | | | | |

(1)All of the shares purchased in May and June 2021 were acquired pursuant to the Company’s Open-Market Program.

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

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

ITEM 9.C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Information regarding principal [removed: accounting] [added: accountant] fees and services set forth in the Proxy Statement is incorporated herein by reference.

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

Reports of [added: Ernst & Young, LLP,] Independent Registered Public Accounting [removed: Firm.][added: Firm (PCAOB ID: 42).]

Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

Consolidated Balance Sheets as of June 30, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020.]

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/21076/000002107604000113/ex41123.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] | | | | | | [Indenture, dated as of [removed: December 3, 2004,] [added: October 9, 2007,] between the Company and The Bank of New York Trust Company N.A., as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000002107604000113/ex41123.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] | | | | | | [removed: 8-K] [added: S-3ASR] | | | | | | [removed: 001-07151] [added: 333-200722] | | | | | | 4.1 | | | | | | December [removed: 3, 2004] [added: 4, 2014] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] | | | | | | [removed: [Indenture,] [added: [Fourth Supplemental Indenture,] dated as of [removed: October 9, 2007,] [added: September 13, 2012,] between the Company and [removed: The Bank of New York Trust Company N.A.,] [added: Wells Fargo Bank, National Association,] as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex41.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] | | | | | | S-3ASR | | | | | | 333-200722 | | | | | | [removed: 4.1] [added: 4.5] | | | | | | December 4, 2014 | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] | | | | | | [removed: [First] [added: [Fifth] Supplemental Indenture, dated as of [removed: November] [added: December] 9, [removed: 2009, among] [added: 2014, between] the [removed: Company, The Bank of New York Trust] Company [removed: N.A.,] and Wells Fargo Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex42.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] | | | | | | [removed: S-3ASR] [added: 8-K] | | | | | | [removed: 333-200722] [added: 001-07151] | | | | | | [removed: 4.2] [added: 4.1] | | | | | | December [removed: 4,] [added: 9,] 2014 | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex43.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm)] | | | | | | [removed: [Second] [added: [Sixth] Supplemental Indenture, dated as of [removed: November 9, 2009,] [added: September 28, 2017,] between the Company and Wells Fargo Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex43.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm)] | | | | | | [removed: S-3ASR] [added: 8-K] | | | | | | [removed: 333-200722] [added: 001-07151] | | | | | | [removed: 4.3] [added: 4.1] | | | | | | [removed: December 4, 2014] [added: September 28, 2017] | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex44.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm)] | | | | | | [removed: [Third] [added: [Seventh] Supplemental Indenture, dated as of [removed: November 17, 2011,] [added: May 9, 2018,] between the [removed: company] [added: Company] and Wells Fargo Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex44.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm)] | | | | | | [removed: S-3ASR] [added: 8-K] | | | | | | [removed: 333-200722] [added: 001-07151] | | | | | | [removed: 4.4] [added: 4.1] | | | | | | [removed: December 4, 2014] [added: May 9, 2018] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm)] | | | | | | [removed: [Fourth] [added: [Eighth] Supplemental Indenture, dated as of [removed: September 13, 2012,] [added: May 8, 2020,] between the Company and Wells Fargo Bank, National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514432856/d829578dex45.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm)] | | | | | | [removed: S-3ASR] [added: 8-K] | | | | | | [removed: 333-200722] [added: 001-07151] | | | | | | [removed: 4.5] [added: 4.1] | | | | | | [removed: December 4, 2014] [added: May 8, 2020] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/21076/000119312522147599/d306979dex41.htm)] | | | | | | [removed: [Fifth Supplemental Indenture,] [added: [Indenture] dated as of [removed: December 9, 2014,] [added: May 11, 2022,] between the Company and [removed: Wells Fargo Bank,] [added: U.S. Bank Trust Company,] National Association, as [removed: trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/21076/000119312522147599/d306979dex41.htm)] | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | [removed: December 9, 2014] [added: May 11, 2022] | | |

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] | | | | | | [Description of Capital Stock of The Clorox Company](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 4.10 | | | | | | August 14, 2019 | | |

| [removed: [10.4*](http://www.sec.gov/Archives/edgar/data/21076/000120677414002682/exhibit10-8.htm)] [added: [10.4*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit101.htm)] | | | | | | [The Clorox Company Annual Incentive Plan, amended and restated as of [removed: February 9, 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit101.htm)] [added: September 21, 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit101.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | [removed: April 30,] [added: November 1,] 2021 | | |

| [removed: [10.5*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit103.htm)] [added: [10.5*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002562/clorox3957551-def14a.htm#appendixa)] | | | | | | [The Clorox Company 2005 Stock Incentive Plan, [removed: First Amendment] [added: amended] and [removed: Restatement] [added: restated] as of November [removed: 14, 2012; Second Amendment and Restatement as of September 22, 2020; Third Amendment and Restatement as of February 9, 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit103.htm)] [added: 17, 2021](https://www.sec.gov/Archives/edgar/data/21076/000120677421002562/clorox3957551-def14a.htm#appendixa).] | | | | | | [removed: 10-Q] [added: DEF 14A] | | | | | | 001-07151 | | | | | | [removed: 10.3] [added: App. A] | | | | | | [removed: April 30,] [added: October 6,] 2021 | | |

| [removed: [10.6*](https://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm)] [added: [10.6*](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] | | | | | | [Form of Performance Share Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive Plan for awards made in [removed: 2018](https://www.sec.gov/Archives/edgar/data/21076/000002107618000015/clxq1fy19exhibit102.htm).] [added: 2019.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | October 31, [removed: 2018] [added: 2019] | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)[7](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)[*](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] [added: [10.8*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit104.htm)] | | | | | | [Form of Performance Share Award Agreement under the [removed: Company's] [added: Company’s] 2005 Stock Incentive Plan for awards made in [removed: 2019.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit104.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.1] [added: 10.4] | | | | | | [removed: October 31, 2019] [added: November 1, 2021] | | |

| [removed: [10.8*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm)] [added: [10.7*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm)] | | | | | | [Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2020](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm). | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.4 | | | | | | November 2, 2020 | | |

| [removed: [10.9*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm)] [added: [10.10*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] | | | | | | [Form of [removed: Performance Share] [added: Restricted Stock Unit] Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm)] [added: Plan (Annual Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.5 | | | | | | [removed: April 30,] [added: November 1,] 2021 | | |

| [removed: [10.10*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit104.htm)] [added: [10.9*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit104.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.4] [added: 10.3] | | | | | | [removed: April 30,] [added: November 1,] 2021 | | |

| [removed: [10.11*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit106.htm)] [added: [10.11*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit106.htm)] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan [removed: (Annual Grant).](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit106.htm)] [added: (Off-Cycle Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit106.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.6 | | | | | | [removed: April 30,] [added: November 1,] 2021 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)[3](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)] [added: [10.12*](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)] | | | | | | [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) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.18 | | | | | | August 19, 2008 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)[4](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)] [added: [10.13*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)] | | | | | | [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) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.18 | | | | | | August 26, 2011 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)[5](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)] [added: [10.14*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)] | | | | | | [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) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.13 | | | | | | August 16, 2016 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)[6](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)] [added: [10.15*](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)] | | | | | | [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) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.17 | | | | | | November 3, 2009 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)[7](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)] [added: [10.16*](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)] | | | | | | [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) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.21 | | | | | | November 3, 2011 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)[8](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)] [added: [10.17*](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)] | | | | | | [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) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 2, 2012 | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm)[9](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm)] [added: [10.18*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm)] | | | | | | [Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | May 2, 2018 | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)[21](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)] [added: [10.19*](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)] | | | | | | [Form of Indemnification Agreement.](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.27 | | | | | | May 4, 2010 | | |

[Table of [removed: Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)][added: Contents](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)[](#i762ddbc0a2844f0f91ec7fe841102c00_7)]

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/21076/000120677420000462/clorox3722281-ex101.htm)[2](https://www.sec.gov/Archives/edgar/data/21076/000120677420000462/clorox3722281-ex101.htm)[*](https://www.sec.gov/Archives/edgar/data/21076/000120677420000462/clorox3722281-ex101.htm)] [added: [10.20*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex102.htm)] | | | | | | [removed: [Second] [added: [Third] Amended and Restated Executive Change in Control Severance Plan, effective [removed: February 11, 2020.](https://www.sec.gov/Archives/edgar/data/21076/000120677420000462/clorox3722281-ex101.htm)] [added: November 17, 2021](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex102.htm).] | | | | | | 8-K | | | | | | 001-07151 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | [removed: February 14, 2020] [added: November 17, 2021] | | |

| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit108.htm)[3](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit108.htm)[*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit108.htm)] [added: [10.21*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)] | | | | | | [Severance Plan for Clorox Executive Committee Members, [removed: third] [added: fourth] amended and restated [removed: effective February 9, 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000009/clxq3fy21exhibit108.htm)] [added: effectiv](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)[e November 17, 2021](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-07151 | | | | | | [removed: 10.8] [added: 10.3] | | | | | | [removed: April 30,] [added: November 17,] 2021 | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)[4](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)] [added: [10.22*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)] | | | | | | [The Clorox Company Executive Retirement Plan, effective as of July 1, 2011.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.27 | | | | | | May 4, 2011 | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)[5](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)] [added: [10.23*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)] | | | | | | [Amendment No. 1 to The Clorox Company Executive Retirement Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.22 | | | | | | August 16, 2016 | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)[6](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)] [added: [10.24*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm)] | | | | | | [The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011.](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-29.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.29 | | | | | | August 26, 2011 | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)[7](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)] [added: [10.25*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm)] | | | | | | [Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan.](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1024.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.24 | | | | | | August 16, 2016 | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)[8](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)[*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] [added: [10.26*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm)] | | | | | | [The Clorox Company Director Equity Award Policy, effective as of November 15, 2017.](http://www.sec.gov/Archives/edgar/data/21076/000002107618000011/fy18clx1026.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10.26 | | | | | | August 14, 2018 | | |

| [removed: [10.29](https://www.sec.gov/Archives/edgar/data/21076/000120677419003723/clorox3675621-ex101.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/0000021076/000120677422000893/clorox4039141-ex1011.htm)] | | | | | | [Credit Agreement dated as [removed: of November 15, 2019, among] [added: of](https://www.sec.gov/Archives/edgar/data/0000021076/000120677422000893/clorox4039141-ex1011.htm) [March 25, 2022,](https://www.sec.gov/Archives/edgar/data/0000021076/000120677422000893/clorox4039141-ex1011.htm) [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 [removed: Agent.](https://www.sec.gov/Archives/edgar/data/21076/000120677419003723/clorox3675621-ex101.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/0000021076/000120677422000893/clorox4039141-ex1011.htm)] | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.1 | | | | | | [removed: November 18, 2019] [added: March 28, 2022] | | |

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

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

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

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

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

| [4.10](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 | | |

| [10.12*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm) | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm)[Off-Cy](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm)[c](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm)[l](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm)[e](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm) [Grant).](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit107.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.7 | | | | | | April 30, 2021 | | |

| [10.](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit102.htm)[20](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit102.htm)[*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit102.htm) | | | | | | [The Clorox Company Executive Incentive Compensation Plan, amended and restated as of February 9, 2021.](https://www.sec.gov/Archives/edgar/data/0000021076/000002107621000009/clxq3fy21exhibit102.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | April 30, 2021 | | |

| Date: August 10, [removed: 2021] [added: 2022] | | | By: | | | /s/ Linda Rendle | | |

| /s/ A. Banse | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ R. H. Carmona | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ S. C. Fleischer | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ E. Lee | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ A. D. D. Mackay | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ P. Parker | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ M. J. Shattock | | | | | | Independent Chair | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ K. Tesija | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ R. J. Weiner | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ C. J. Williams | | | | | | Director | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ L. Rendle | | | | | | Chief Executive Officer (Principal Executive Officer) | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ K. B. Jacobsen | | | | | | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ L. Peck | | | | | | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | | | | | August 10, [removed: 2021] [added: 2022] | | |

| /s/ J. Denman | | | | | | Director | | | | | | August 10, 2022 | | |

| J. Denman | | | | | | | | | | | | | | |

| /s/ S. Plaines | | | | | | Director | | | | | | August 10, 2022 | | |

| S. Plaines | | | | | | | | | | | | | | |

[Table of Contents](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)[](#ied67f27a152a4d4c94b6c9d4cbc4a19d_7)

| /s/ P. Thomas-Graham | | | | | | Director | | | | | | August 10, 2021 | | |

| P. Thomas-Graham | | | | | | | | | | | | | | |