Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

26K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements and Schedules:

Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included in Exhibit 99.1, incorporated herein by reference.

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

Consolidated Statements of Earnings for the fiscal years ended June 30, 2022, 2021 and 2020.

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2022, 2021 and 2020.

Consolidated Balance Sheets as of June 30, 2022 and 2021.

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2022, 2021 and 2020.

Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2022, 2021 and 2020.

Notes to Consolidated Financial Statements.

(b)Exhibits:

INDEX TO EXHIBITS

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling Date
3.1Restated Certificate of Incorporation.10-K001-071513.1August 14, 2018
3.2Bylaws (amended and restated).8-K001-071513.2September 15, 2016
3.3Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock.8-K001-071513.1July 19, 2011
4.1Indenture, dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee.S-3ASR333-2007224.1December 4, 2014
4.2Fourth Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee.S-3ASR333-2007224.5December 4, 2014
4.3Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee.8-K001-071514.1December 9, 2014
4.4Sixth Supplemental Indenture, dated as of September 28, 2017, between the Company and Wells Fargo Bank, National Association, as trustee.8-K001-071514.1September 28, 2017
4.5Seventh Supplemental Indenture, dated as of May 9, 2018, between the Company and Wells Fargo Bank, National Association, as trustee.8-K001-071514.1May 9, 2018
4.6Eighth Supplemental Indenture, dated as of May 8, 2020, between the Company and Wells Fargo Bank, National Association, as trustee.8-K001-071514.1May 8, 2020
4.7Indenture dated as of May 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee8-K001-071514.1May 11, 2022
4.8Description of Capital Stock of The Clorox Company10-K001-071514.10August 14, 2019
10.1*The Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, 2008.10-Q001-0715110.55May 2, 2008

Table of Contents

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling Date
10.2*The Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, 2004.10-K001-0715110(x)August 27, 2004
10.3*Amendment No.1 to The Clorox Company Non-Qualified Deferred Compensation Plan.10-K001-0715110.3August 16, 2016
10.4*The Clorox Company Annual Incentive Plan, amended and restated as of September 21, 2021.10-Q001-0715110.1November 1, 2021
10.5*The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 17, 2021.DEF 14A001-07151App. AOctober 6, 2021
10.6*Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2019.10-Q001-0715110.1October 31, 2019
10.7*Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2020.10-Q001-0715110.4November 2, 2020
10.8*Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2021.10-Q001-0715110.4November 1, 2021
10.9*Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan.10-Q001-0715110.3November 1, 2021
10.10*Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant).10-Q001-0715110.5November 1, 2021
10.11*Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Off-Cycle Grant).10-Q001-0715110.6November 1, 2021
10.12*The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, 2008.10-K001-0715110.18August 19, 2008
10.13*Amendment No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan.10-K001-0715110.18August 26, 2011
10.14*Amendment No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan.10-K001-0715110.13August 16, 2016
10.15*The Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, 2009.10-Q001-0715110.17November 3, 2009
10.16*Amendment No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, 2011.10-Q001-0715110.21November 3, 2011
10.17*Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, 2012.10-Q001-0715110.2November 2, 2012
10.18*Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018.10-Q001-0715110.1May 2, 2018
10.19*Form of Indemnification Agreement.10-Q001-0715110.27May 4, 2010
10.20*Third Amended and Restated Executive Change in Control Severance Plan, effective November 17, 2021.8-K001-0715110.2November 17, 2021
10.21*Severance Plan for Clorox Executive Committee Members, fourth amended and restated effective November 17, 2021.8-K001-0715110.3November 17, 2021
10.22*The Clorox Company Executive Retirement Plan, effective as of July 1, 2011.10-Q001-0715110.27May 4, 2011
10.23*Amendment No. 1 to The Clorox Company Executive Retirement Plan.10-K001-0715110.22August 16, 2016
10.24*The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011.10-K001-0715110.29August 26, 2011
10.25*Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan.10-K001-0715110.24August 16, 2016

Table of Contents

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile No.ExhibitFiling Date
10.26*The Clorox Company Director Equity Award Policy, effective as of November 15, 2017.10-K001-0715110.26August 14, 2018
10.27Credit Agreement dated as of March 25, 2022, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent.8-K001-0715110.1March 28, 2022
10.28Amended and Restated Joint Venture Agreement dated as of January 31, 2003, between The Glad Products Company and certain affiliates and The Procter and Gamble Company and certain affiliates.10-K/A001-0715110.26September 30, 2016
10.29Amendment No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 15, 2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.10-Q001-0715110.2February 2, 2018
10.30First Extension and Amendment of the Amended and Restated Joint Venture Agreement, dated as of December 20, 2017, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.10-Q001-0715110.1February 2, 2018
10.31Acknowledgement Letter to the Amended and Restated Joint Venture Agreement, dated as of October 7, 2020, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.10-Q001-0715110.2February 4, 2021
21Subsidiaries.
23Consent of Independent Registered Public Accounting Firm.
31.1Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, Management’s Report on Internal Control over Financial Reporting and Reports of Independent Registered Public Accounting Firm.
99.2Reconciliation of Economic Profit (Unaudited).
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

(*) Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

Table of Contents

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY