Clorox (CLX) 10-K risk factor changes: FY2023 vs FY2022

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 driven, in part, by the COVID-19 pandemic.][added: serve.]

Further, consumer preferences continue to evolve due to a number of factors, including [added: inflation which could cause consumers to purchase a smaller pack or quantity of a product or a lower priced alternative to the Company's products;] 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; changing consumer sentiment toward non-local products or 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, [removed: our][added: the Company's business, financial condition and results of operations may be negatively impacted.]

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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, [removed: our margins] [added: its net sales] and results of operations may be materially and negatively impacted.

During fiscal year [removed: 2022,] [added: 2023,] 84% of the Company’s net sales were attributable to U.S. markets, including U.S. territories.

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

If the Company is unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow its product [removed: categories] [added: categories, effectively adopt new technologies, such as artificial intelligence or machine learning,] and/or develop, acquire or successfully launch new products or brands, it may not achieve its sales growth objectives.

The [removed: ongoing] COVID-19 pandemic and related impacts has had, and could continue to have, an adverse effect on the Company’s business, financial condition and results of operations.

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

- Adverse impacts on [removed: our] [added: the] 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 [removed: air or other] commercial [removed: transport,] [added: transport and] port [removed: congestion] [added: operational disruptions;] and [removed: closures.]

Although we are unable to predict the impact [removed: on] [added: to] our ability to source [added: raw and packaging] materials [added: and services] in the future, we expect these [removed: and other] supply [removed: chain] pressures [added: and market disruptions] to continue into [removed: the coming year.][added: fiscal year 2024.]

[removed: Such impacts] [added: with employees or customers, which] could [removed: materially] [added: also] adversely affect the Company’s business, financial condition and results of operations.

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

These [removed: competitors] [added: competitors, as well as new market entrants,] may be able to spend more aggressively on advertising and promotional activities, introduce competing products more [removed: quickly] [added: quickly, adopt new technology, such as artificial intelligence] and [added: machine learning, more quickly, successfully and effectively, and] respond more effectively to changing business and economic conditions than the Company can.

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 [removed: disinfecting] products.

Unfavorable [added: and uncertain] general economic [removed: and political conditions] [added: and geopolitical conditions] beyond our control could negatively impact our financial results.

[removed: General] [added: Unfavorable 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, [removed: recent] supply chain disruptions, labor shortages, wage pressures, rising inflation and [removed: potential] economic slowdown or [removed: recession,] [added: growing recession risk,] 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 [added: demand,] spending and [removed: preferences.][added: preferences that could impact the demand for our products and negatively impact our net sales and results of operations.]

[removed: 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] [added: 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 [added: and export controls] imposed [added: in response] to [removed: date.][added: the conflict.]

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were [added: 26%, 25%, and] 25% of consolidated net sales for the fiscal years ended June 30, [added: 2023,] 2022, [removed: 2021] and [removed: 2020,] [added: 2021, respectively,] and occurred across all of the Company’s reportable segments.

The Company’s five largest customers accounted for nearly half of the Company’s consolidated net sales for each of the fiscal years [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] and a significant portion of the Company’s future revenues may continue to be derived from a small number of customers.

As a result, changes in the strategies of the Company’s largest customers, including a reduction in the number of brands they carry, a shift of shelf space to “private label” or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harm the Company’s net sales or [removed: margins,] [added: net earnings,] and reduce the ability of the Company to offer new, innovative products to consumers.

In addition, the use of the latest technology by our customers [removed: regarding pricing may lead to category pricing pressures.]

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

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 [removed: is experiencing] [added: has experienced] wage inflation, sustained labor shortages, a shift toward remote work and the effects of COVID-19.

In addition, labor costs in the U.S. [removed: are rising,] [added: continue to rise,] and our industry [removed: is experiencing] [added: has experienced] a shortage of workers.

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

Despite these efforts or if the Company is not successful in achieving its [removed: goals,] [added: goals or] provides materially inaccurate information, [removed: or receives negative publicity about the Company, including relating to product safety, quality, efficacy, ESG or similar issues, whether real or perceived, could occur.]

In addition, the Company’s products [removed: could] [added: have, in the past, and could, in the future,] face withdrawal, recall or other quality issues, which could lead to decreased demand for and reputational damage to the related brands.

[removed: In particular, the] [added: The] Company’s [added: products, especially its] dietary supplement and related [removed: products] [added: products,] are [removed: highly] dependent on consumers’ perception of [removed: the] [added: their] efficacy, safety and [removed: quality of our products, and may be supported by only a limited number of conclusive clinical studies.][added: quality.]

[removed: Newly published clinical] [added: Emerging] studies [added: have, in the past,] and [removed: emerging studies could] [added: could, in the future,] prove or allege that ingredients [added: or substances that are present or allegedly present] in our [removed: dietary supplement products or] [added: products,] the products [removed: themselves (or] [added: themselves, or] similar products of other [removed: companies)] [added: companies,] are ineffective or harmful to consumers.

The Company’s ability to anticipate changes in consumer preferences and quickly innovate in order to adapt its products [added: (including product packaging and sustainability profile)] to meet changing consumer demands is essential, especially in light of the reduction in barriers for even small competitors to quickly introduce new brands and products directly to consumers that e-commerce permits.

New product [added: and product packaging] development and marketing efforts, including efforts to enter markets or product categories in which the Company has limited or no prior experience, not only incur substantial capital expenditures but also contain inherent risks.

If product introductions are not successful, costs associated with these efforts may not be fully recouped and the Company’s net earnings [added: or margins] could be adversely affected.

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, 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 [removed: condition] [added: condition, margins] and results of operations.

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, [removed: including trademarks] [added: such as the $362 million post-tax noncash impairment charge that the Company recorded during the third quarter of fiscal year 2023, as a result of an adjustment to the carrying values of goodwill] and [removed: goodwill.][added: certain indefinite-lived trademarks in the VMS business.]

Any impairment charges could adversely affect the Company’s financial [removed: condition] [added: condition, margins] and results of operations.

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

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

In addition, the COVID-19 pandemic, geopolitical instability, including the conflict in Ukraine and rising tensions between China and Taiwan, actual and potential shifts in U.S. and foreign, trade, economic and other policies, including as a result of escalating trade tensions between the U.S. and its trading partners, including China, as well as other global events, have significantly increased global macroeconomic uncertainty and volatility.

Sustained macroeconomic uncertainty and volatility and geopolitical instability could undermine global consumer confidence and could continue to reduce consumers’ purchasing power, thereby reducing demand for our products, and continue to disrupt global supply chains, impacting the availability and

cost of transportation, logistics, raw materials, commodities, labor and packaging.

This uncertainty and volatility also make it difficult for the Company, as well as its customers, suppliers, distributors and business partners to anticipate the resulting impacts and to accurately forecast and plan future business activities, which may, in turn, cause customers to limit their purchase orders or affect their ability to pay amounts owed to us in a timely manner or at all, or adversely affect our business partners' ability to supply or provide services to us.

The situation continues to evolve and significant uncertainties regarding the full impact of the conflict in Ukraine or the related impacts on the global economy and geopolitical relations remain.

Increasing unfavorable macroeconomic and geopolitical conditions, including growing recession risk, may also lead to increased credit and collectability risks, higher borrowing costs or reduced availability of capital and credit markets, reduced liquidity, asset impairments, declines in the value of our financial instruments, and failures of counterparties including financial institutions and insurers.

If any financial institution party to our credit or other financing arrangements were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with us, which could leave us with reduced borrowing capacity.

In addition, if any parties with which we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to continue to fund their business and perform their obligations to us could be adversely affected.

Any of these factors could negatively and materially impact our business, financial condition, and results of operations.

Any significant changes in consumer preferences or behavior, such as less time spent at home, could materially and negatively impact demand for the Company's products and, in turn, the Company's net sales and results of operations.

Consumer preferences are also influenced by perception of the Company’s brand image or the brand images of its products, the success of advertising and marketing campaigns, the Company’s ability to engage with consumers in the manner they prefer, including through the use of digital media or assets, and the perception of the Company’s advertising, use of social media and engagement in political and social issues.

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regarding pricing may lead to category pricing pressures.

The Company is also in the process of implementing its streamlined operating model and executing organizational change, which may impact hiring and retention efforts.

The Company’s ability to attract or retain qualified personnel in the future has been and may continue to be impacted by a number of factors, including the labor market, employee morale, our reputation, competition from other employers and availability of qualified individuals in key geographic areas such as the San Francisco Bay Area.

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the Company could receive negative publicity, including relating to product safety and ingredients or substances present or allegedly present in the Company’s products or packaging, quality, efficacy, ESG or similar issues, whether real or perceived.

The Company also licenses certain of its brands to third parties.

In addition, success in launching new products is also dependent on the Company’s ability to deliver effective and efficient marketing in an evolving media landscape (including digital), which is subject to dynamic and increasingly restrictive privacy requirements.

The COVID-19 pandemic has affected and could continue to negatively affect the Company's business by causing or contributing to, among other things:

- Significant decrease or volatility in sales of or demand for the Company's primary products due to the transition from a pandemic to endemic state;

- Worldwide, regional and local adverse economic and financial market conditions (see "Unfavorable and uncertain general economic and geopolitical conditions beyond our control could negatively impact our financial results" in this section), all of which could impact the manufacturing operations of the Company or third-party partners;

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- Sustained labor shortages or increased turnover rates (see "Loss of or inability to attract key personnel could adversely impact the Company's business" in this section).

Although the World Health Organization and the federal government recently declared an end to COVID-19 as a global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may continue to adversely affect our business, results of operations, cash flows and financial condition.

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Sustained price increases may lead to declines in volume as competitors may not adjust their prices or customers may decide to purchase a lower priced alternative, which could lead to sales declines and loss of market share.

The Company has experienced and could continue to experience material disruptions in production and other supply chain issues, including as a result of supply chain dependencies.

See "Volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services have negatively impacted, and may continue to negatively impact, the Company’s net earnings and cash flow" in this section.

This 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

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fines, penalties, regulatory proceedings, and litigation and remediation expenses.

- unfavorable and uncertain macroeconomic and geopolitical conditions (see "Unfavorable and uncertain general economic and geopolitical conditions beyond our control could negatively impact our financial results" in this section) and potential operational or supply chain disruptions as a result of these developments;

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Company's non‐U.S. dollar monetary assets and liabilities of Argentina, which may result in significant losses and/or devaluation of assets and which may have an adverse effect on the Company's results of operations;

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The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our multi-year phased upgrade to our digital capabilities will result in changes to our processes and procedures which, in turn, could result in changes to our internal controls over financial reporting, which may require significant effort and judgment.

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.

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

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

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

A weakening of foreign currencies in which sales are generated relative to the Company’s reporting currency (U.S. dollars) would decrease net sales.

The ongoing COVID-19 pandemic, including the emergence of variants for which vaccines may not be effective, may negatively affect our business by causing or contributing to, among other things:

- Significant decrease or volatility in sales of or demand for our primary products due to, among other things: 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 personal illness or government implemented restrictions and any resulting changes in consumer preference; and reduced availability of certain products as we prioritize the production of other products due to changes in demand;

- 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;

- 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 products; and

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.

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

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

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 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.

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.

We compete to attract talent within and outside of our industry for high demand skills that are scarce in key geographic areas such as the San Francisco Bay Area.

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.

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 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.

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 experienced significantly elevated demand for disinfecting products and other consumer and professional products during the height of the COVID-19 pandemic, as compared to pre-pandemic levels.

This increase caused strain on the Company’s supply chain network and its ability to meet such demand, due 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 and shortages in transportation and logistics operations, and restriction of or disruption in its manufacturing and distribution capacity, among other things.

If demand were to increase again in a similar manner, the Company may be unable to fully or substantially meet 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.

In addition, such incidents could result in

For example, the California Privacy Rights Act (“CPRA”), which was effective on January 1, 2022, modifies the CCPA significantly.

Several other states have introduced or passed similar legislation to the CCPA and CPRA, which may impose varying standards and requirements on our data collection, use and processing activities.

- changing macroeconomic conditions in our markets, including as a result of inflation, volatile commodity prices and increases in the cost of raw and packaging materials, labor, energy and logistics, which could impact the manufacturing operations of the Company and our third-party partners;

- potential disruption from wars and military conflicts, including the conflict in Ukraine, terrorism, kidnapping, and drug‐related or other types of violence;

impairment charges or significant fines, penalties or other sanctions that may result in a reduction in net income or otherwise adversely impact the business and reputation of the Company.

increasing importance on ESG matters, and depending on their assessment of our ESG practices, certain investors may reconsider their investment in the Company.

Such actions, investigations and proceedings may or may not relate to the Company’s responses to, and actions taken in connection with, the COVID-19 pandemic, such as the Company’s partnerships with companies in the industries involving shared-space.

generate sufficient cash flow to reinvest in its existing business, fund internal growth, repurchase its stock, make acquisitions, pay dividends and meet debt obligations.

The estimated fair value of P&G’s interest, which has increased significantly over the past several years, increased by $155 million from June 30, 2017 to June 30, 2022, primarily as a result of the enactment of H.R.1, also known as the “Tax Cuts and Jobs Act” (the “Tax Act”), and the extension of the venture agreement with, and the related research and development support provided by P&G, and may continue to change up until any such purchase by the Company of P&G’s interest.

In addition, on December 31, 2021, the United Kingdom’s Financial Conduct Authority, the governing body regulating the London Interbank Offered Rate (LIBOR), ceased publishing certain LIBOR reference rates.

Borrowings under our revolving credit facility bear interest at a rate derived from the Secured Overnight Financing Rate (“SOFR”), which is a relatively new reference rate and has a very limited history.

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| | | | for the fiscal year ended | | | June 30, [removed: 2022] [added: 2023] | | |

[removed: ][added: ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth company.

The aggregate market value of the registrant’s common stock held by non-affiliates as of December [removed: 31, 2021] [added: 30, 2022] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $21.4] [added: $17.3] billion.

As of July 25, [removed: 2022,] [added: 2023,] there were [removed: 123,163,051] [added: 123,825,993] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2022,] [added: 2023,] are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.

FOR THE FISCAL YEAR ENDED JUNE 30, [removed: 2022][added: 2023]

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This Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022] [added: 2023] (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), [removed: including, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic,] and [removed: 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 [removed: statements, whether concerning the COVID-19 pandemic or otherwise,] [added: statements] involve risks, assumptions and uncertainties.

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year [removed: 2022] [added: 2023] net sales of [removed: $7.1] [added: $7.4] billion and about [removed: 9,000] [added: 8,700] employees worldwide as of June 30, [removed: 2022.][added: 2023.]

[removed: Its] [added: The Company has operations in approximately 25 countries or territories and sells its] products [removed: are sold] [added: in more than 100 markets,] primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors.

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

[removed: Clorox’s] [added: The Company's] IGNITE strategy accelerates innovation in key areas [added: of the business] to drive growth and deliver value for [removed: both the] [added: all] Company's [removed: shareholders and society.][added: stakeholders.]

Integrated goals for environmental, social and governance (ESG) performance [removed: are focused in the areas of Healthy Lives, Clean World] [added: promote healthy lives, a clean world, thriving communities] and [removed: Thriving Communities.][added: strong corporate governance.]

Clorox [added: also] continued its longtime commitment to providing value to [removed: stockholders] [added: shareholders] through regular dividends.

During fiscal year [removed: 2022,] [added: 2023,] the Company paid [removed: $571] [added: $583] million in dividends to [removed: stockholders.][added: shareholders.]

Guided by its IGNITE [removed: strategy,] [added: strategy and underpinned by its enduring values,] the Company remained focused on making significant investments in its strong [removed: brands and] [added: brands,] strategic digital capabilities [added: and streamlined operating model] to drive long-term value [removed: creation.][added: creation while supporting category growth and market share improvements.]

This [removed: investment] [added: investment, which began in the first quarter of fiscal year 2022,] includes replacement of the Company's enterprise resource planning system [removed: and transitioning to a cloud-based platform] as well as the implementation of a suite of other digital technologies.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10d-1(b).

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

| [Signatures](#i9c8d573679fe4d66a64e2d79e182532d_88) | | | | | | | | | | | | | | | [33](#i9c8d573679fe4d66a64e2d79e182532d_88) | | |

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

Since launching in 2019, IGNITE focuses on four strategic choices aimed at fueling long-term, profitable growth; innovating consumer experiences; reimagining how the company and its people work; and continuously evolving the product portfolio.

In fiscal year 2023, inflationary pressures and a recovering supply chain continued to impact global economies, the consumer package goods industry and overall consumer confidence and behaviors.

Together these factors created a dynamic operating environment as the Company continued its efforts to drive growth, rebuild margin and deliver transformation.

Despite macroeconomic headwinds and trends in fiscal year 2023, the Company rebuilt gross margin and grew net sales by 4% primarily due to cost-justified pricing actions and continued positive returns from its trademark cost savings program.

Diluted

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

net earnings per share (EPS) decreased 68% compared to the year-ago period, largely driven by a noncash impairment charge of $445 million ($362 million after tax) in the Vitamins, Minerals and Supplements business, continued investment in the Company's long-term strategic digital capabilities and productivity enhancements as well as the implementation of the Company's streamlined operating model.

Other conditions factoring into the dynamic operating environment included persistently unfavorable commodity costs, higher manufacturing and logistics costs, as well as unfavorable foreign currency exchange rates in key international markets.

The Company also launched innovations and new products across all major brands in fiscal year 2023, including Clorox® Free & Clear compostable wipes, disinfecting mist and multi-surface cleaner; Glad ForceFlex® MaxStrength trash bags; Fresh Step® Crystals health monitoring cat litter, additional flavors of Hidden Valley® dressing, including Pickle Ranch and Buffalo Ranch; and a new 90%+ recycled paper tube for Burt's Bees lip balm.

The Company's transformation efforts continued throughout fiscal year 2023.

As announced in August 2021, the Company is investing approximately $500 million over five years to accelerate its digital transformation and drive related productivity enhancements.

The streamlined operating model is expected to enhance the Company's ability to respond more quickly to changing consumer behaviors, innovate faster and increase future cash flow as a result of cost savings that will be generated primarily in the areas of selling and administration, supply chain, marketing and research and development.

Once fully implemented, the Company expects cost savings of approximately $75 million to $100 million annually, with benefits of about $35 million realized in fiscal year 2023.

Supporting its Climate Action Plan, the Company joined a consortium of other leading consumer package goods companies that are working together toward science-based targets and informing innovative approaches for the reduction of greenhouse gas emissions across the global supply chain.

Also, with a focus on supporting healthy lives, the Company this year strengthened its sick leave policy, now called Health and Mental Well-Being Time Off, to be more inclusive of mental health needs for employees and their families.

With grants totaling $400,000 to date, this initiative has invested both funding and employee volunteer hours to restore community parks in Oakland, California; Atlanta, Georgia; and Durham, North Carolina.

Notable recognitions include being named for the fifth time as a U.S. Environmental Protection Agency Safer Choice Partner of the Year for manufacturing products with ingredients deemed safer for families, pets, workplaces, communities and the environment; No. 2 on Forbes 2022 list of The World's Top Female-Friendly Companies; and, for the first time, No. 1 on Barron’s 100 Most Sustainable U.S. Companies list.

In July 2023, Clorox announced an increase of 2% in its quarterly dividend — the 21st consecutive year it has done so.

For fiscal year 2024, Clorox will continue to invest in its brands and capabilities to build a stronger, more resilient company that delivers consistent, profitable growth over time.

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

As of the fourth quarter of fiscal year 2023, the Health and Wellness reportable segment is composed of the Cleaning and Professional Products operating segments.

The Vitamins, Minerals and Supplements (VMS) operating segment, previously included in the Health and Wellness reportable segment, is presented within Corporate and Other.

All periods presented have been recast to reflect this change.

- *Health and Wellness* consists of cleaning, disinfecting and professional products mainly marketed and sold in the United States.

- *Household* consists of bags and wraps, cat litter and grilling products marketed and sold in the United States.

- *Lifestyle* consists of food, natural personal care products and water-filtration products marketed and sold in the United States.

- *International* consists of products sold outside the United States.

| Cat litter products | | | 10 | | % | | | | 9 | | % | | | | 8 | | % |

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

Clorox employees are committed to making a meaningful, positive impact through their work and to authentically living the Company’s values: to do the right thing, put people at the center and play to win.

These foundational values underpin everything the Company does and are essential to achieving long-term success.

The Company’s purpose and values also are fully embedded in its IGNITE strategy, which accelerates innovation in key areas of the business to drive growth and deliver value for all Clorox stakeholders.

Since launching in 2019, IGNITE focuses on four

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

strategic choices aimed at fueling long-term, profitable growth; innovating consumer experiences; reimagining how the Company and its people work; and continuously evolving the product portfolio.

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

Specifically, IGNITE focuses on four strategic choices to sustain long-term, profitable growth: Fuel Growth, Innovate Experiences, Reimagine Work and Evolve Portfolio.

In fiscal year 2022, the effects of the on-going COVID-19 pandemic continued to cause economic and societal disruptions as well as on-going uncertainties.

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

In fiscal year 2022, the Company's net sales decreased 3% and diluted net earnings per share (EPS) decreased 33% as compared to the year-ago period when there was elevated demand for essential household products, especially cleaning and disinfecting products, as a result of COVID-19.

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.

In July 2022, Clorox announced an increase of 2% in its quarterly dividend.

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.

As announced in August 2021, a significant long-term investment in digital capabilities and productivity enhancements will continue to shape the Company’s outlook for fiscal year 2023 and beyond.

Clorox investing approximately $500 million over five years beginning in fiscal year 2022 on these operating and capital expenditures.

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.

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.

In fiscal year 2023, the Company anticipates ongoing challenges that may impact its sales and margins, including continued uncertainty related to the COVID-19 pandemic, persistently high manufacturing and logistics and commodity costs, continued effects from the conflict in Ukraine, evolving consumer behaviors, high levels of competition in select categories, a more competitive and evolving retail environment, changes in foreign currency exchange rates and an uncertain macroeconomic environment in the U.S. and in many international markets.

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.

energy, transportation, labor and other necessary supplies or services have negatively impacted, and may continue to negatively impact, the Company’s net earnings and cash flow” and “Risk Factors – Supply chain issues can result in product shortages or disruptions to the Company’s business” in Item 1.A.

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

Launched in 2019, the IGNITE strategy accelerates innovation in key areas to drive growth and deliver value through a focus on four strategic choices over the long term: Fuel Growth, Innovate Experiences, Reimagine Work and Evolve Portfolio.

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*.

Employees

Our U.S. workforce includes 49% nonproduction employees and 51% production employees, while our international workforce includes 56% nonproduction employees and 44% production employees.

Inclusion and Diversity

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.

Clorox was also included in the 2022 Bloomberg Gender Equality Index, which measures gender equality across the pillars of female leadership and talent pipeline, equal pay and gender pay parity, inclusive culture, sexual harassment policies and pro-women brand.

Board and leadership diversity*.* Clorox’s first female CEO, Linda Rendle, was promoted to lead the Company in September 2020.

We look to attract and retain the best talent to deliver against our strategy and commitments.

We prioritize career growth and leadership development because growing our talent and building our capabilities supports retention and helps us establish a strong foundation for long-term success.

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The names, ages, year first elected and current titles of each of the executive officers of the Company as of August 10, [removed: 2022,] [added: 2023,] are set forth below:

| Linda Rendle | | | [removed: 44] [added: 45] | | | 2016 | | | Chief Executive Officer | | |

| Stacey Grier | | | [removed: 59] [added: 60] | | | 2019 | | | Executive Vice President – Chief Growth and Strategy Officer | | |

| Kevin B. Jacobsen | | | [removed: 56] [added: 57] | | | 2018 | | | Executive Vice President – Chief Financial Officer | | |

| Kirsten Marriner | | | [removed: 49] [added: 50] | | | 2016 | | | Executive Vice President – Chief People and Corporate Affairs Officer | | |

| Eric Reynolds | | | [removed: 52] [added: 53] | | | 2015 | | | Executive Vice President – Chief Operating Officer | | |

| Chau Banks | | | [removed: 53] [added: 54] | | | 2020 | | | Senior Vice President – Chief Information and [removed: Enterprise Analytics] [added: Data] Officer | | |

[removed: | Rebecca Dunphey | | | 44 | | | 2022 | | | Senior Vice President] [added: She was appointed to senior vice president] – [removed: General Manager, Specialty | | |][added: general manager, specialty in March 2022.]

| Matt Gregory | | | [removed: 49] [added: 50] | | | 2021 | | | Senior Vice President – Chief Customer Officer | | |

| Angela Hilt | | | [removed: 50] [added: 51] | | | 2020 | | | [removed: Senior] [added: Executive] Vice President – Chief Legal Officer | | |

[removed: | Chris Hyder | | | 47 | | | 2021 | | | Senior Vice President – General Manager, Cleaning] [added: He was appointed to senior vice president - general manager, cleaning] and [removed: Professional Products | | |][added: professional products in September 2021.]

| Rick McDonald | | | [removed: 62] [added: 63] | | | 2020 | | | Senior Vice President – Chief Supply Chain Officer | | |

| Michael Ott | | | [removed: 53] [added: 54] | | | 2022 | | | Senior Vice President – Chief Research and Development Officer | | |

| Eric Schwartz | | | [removed: 50] [added: 51] | | | 2022 | | | Senior Vice President – Chief Marketing Officer | | |

| Shanique Bonelli-Moore | | | [removed: 42] [added: 43] | | | 2022 | | | Vice President [removed: -] [added: –] Chief Diversity and Social Impact Officer | | |

[added: 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.

Chau Banks is the senior vice president – chief information and [removed: enterprise analytics] [added: data] officer of the Company, a position she has held since June 2020, having taken on responsibility for enterprise analytics since September 2020.

Rebecca Dunphey is the [removed: senior vice] [added: group] president [removed: and general manager] – [removed: specialty division] [added: care and connection] of the Company, a position she has held since [removed: March] [added: October] 2022.

Previously, he was [added: senior] vice [added: president, health & beauty from September 2021 to October 2022 (a role he held concurrently with his role as chief customer officer), 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.

Angela Hilt is the [removed: senior] [added: executive] vice president – chief legal officer of the Company, a position she has held since [removed: December 2020.][added: October 2022.]

Chris Hyder is the [removed: senior vice] [added: group] president – [removed: cleaning] [added: health] and [removed: professional products division] [added: hygiene] of the Company, a position he has held since [removed: September 2021.][added: October 2022.]

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

Previously, he served as [removed: vice president, research & development – specialty division and] interim sustainability officer, a position he held from [added: November 2021 to February 2023, while also serving as vice president, research & development – specialty division, from] August 2018 through May [removed: 2022, having taken on responsibility for sustainability since November 2021.][added: 2022.]

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

[removed: Mr.] [added: Dr.] Ott joined the Company in 1996 as a scientist and has since held positions of increasing responsibility in research & development.

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

| Rebecca Dunphey 1 | | | 45 | | | 2022 | | | Group President – Care and Connection | | |

| Chris Hyder | | | 48 | | | 2021 | | | Group President – Health and Hygiene | | |

| 1 Ms. Dunphey will be resigning from the Company on August 11, 2023. | | | | | | | | | | | |

She was appointed to senior vice president - chief legal officer in December 2020.

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Ms. Dunphey will be resigning from the Company on August 11, 2023.

Mr. Gregory joined Clorox in 2004.

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October 2014 to August 2018.

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| Diego J. Barral | | | 52 | | | 2018 | | | Senior Vice President – General Manager, International Division | | |

She

Diego J.

Barral is the senior vice president – general manager, international of the Company, a position he has held since April 2018.

Prior to this role, he served as vice president – general manager, Latin America, from January 2012 to April 2018.

Mr. Barral joined the company in 1995 and has served in various finance, procurement, business development and international roles.

Ms. Dunphey joined the Company in 2022.

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

The number of record holders of the Company’s common stock as of July 25, [removed: 2022,] [added: 2023,] was [removed: 9,300] [added: 8,914] 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: 2022.][added: 2023.]

| April 1 to 30, [removed: 2022] [added: 2023] | | | — | | | | | | $ | — | | | | | — | | | | | | $993 million | | |

| May 1 to 31, [removed: 2022] [added: 2023] | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

| June 1 to 30, [removed: 2022] [added: 2023] | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

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The Company’s management, with the participation of the Company’s chief executive officer and [added: executive vice president –] chief financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report.

Based on that evaluation, the chief executive officer and [added: executive vice president –] chief financial officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, were effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.

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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Rule 10b5-1 trading plans

On May 4, 2023, Kevin Jacobsen, executive vice president – chief financial officer, entered into a trading plan designed to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The plan provides for sales of up to 3,346 shares of the Company's common stock beginning on August 14, 2023 and ending August 14, 2024 or when all of the shares have been sold.

On June 2, 2023, Kirsten Marriner, executive vice president – chief people and corporate affairs officer, entered into a trading plan designed to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the potential exercise and sale of up to 48,911 options between August 31, 2023 and August 31, 2024.

Each trading plan is in accordance with our insider trading policy.

Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.

Not applicable.

The Code of Conduct is located on the Company’s website at TheCloroxCompany.com under [removed: Who We Are/Corporate Governance/Code] [added: Company/Leadership and Governance/Codes] of Conduct or [removed: https://www.thecloroxcompany.com/who-we-are/corporate-governance/codes-of-conduct/.][added: https://www.thecloroxcompany.com/company/policies-and-practices/codes-of-conduct/.]

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Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Consolidated Balance Sheets as of June 30, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

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

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/21076/000120677416007192/clorox3118954-ex32.htm)] [added: 3.2] | | | | | | [Bylaws (amended and [removed: restated).](http://www.sec.gov/Archives/edgar/data/21076/000120677416007192/clorox3118954-ex32.htm)] [added: restated).](https://www.sec.gov/Archives/edgar/data/21076/000120677423000721/clx4204281_ex3-2.htm)] | | | | | | 8-K | | | | | | 001-07151 | | | | | | 3.2 | | | | | | [removed: September 15, 2016] [added: May 26, 2023] | | |

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

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

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

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm)] [added: 4.3] | | | | | | [Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/21076/000119312514437768/d834952dex41.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.1 | | | | | | December 9, 2014 | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/21076/000119312517297805/d460865dex41.htm)] [added: 4.4] | | | | | | [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 | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/21076/000119312518157530/d579971dex41.htm)] [added: 4.5] | | | | | | [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 | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/21076/000119312520137535/d929558dex41.htm)] [added: 4.6] | | | | | | [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 | | |

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

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/21076/000002107619000012/fy19clxex410.htm)] [added: 4.8] | | | | | | [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: [10.1*](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm)] [added: 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.](http://www.sec.gov/Archives/edgar/data/21076/000119312508100867/dex1055.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.55 | | | | | | May 2, 2008 | | |

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| [removed: [10.2*](http://www.sec.gov/Archives/edgar/data/21076/000002107604000063/ex10x.htm)] [added: 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.](http://www.sec.gov/Archives/edgar/data/21076/000002107604000063/ex10x.htm) | | | | | | 10-K | | | | | | 001-07151 | | | | | | 10(x) | | | | | | August 27, 2004 | | |

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

| [removed: [10.4*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit101.htm)] [added: 10.4*] | | | | | | [The Clorox Company Annual Incentive Plan, amended and restated as [removed: of September 21, 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit101.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/21076/000002107623000015/clxq3fy23ex101amendedannua.htm) [February 14, 20](https://www.sec.gov/Archives/edgar/data/21076/000002107623000015/clxq3fy23ex101amendedannua.htm)[2](https://www.sec.gov/Archives/edgar/data/21076/000002107623000015/clxq3fy23ex101amendedannua.htm)[3](https://www.sec.gov/Archives/edgar/data/21076/000002107623000015/clxq3fy23ex101amendedannua.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107623000015/clxq3fy23ex101amendedannua.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | [removed: November 1, 2021] [added: May 2, 2023] | | |

| [removed: [10.5*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002562/clorox3957551-def14a.htm#appendixa)] [added: 10.5*] | | | | | | [The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 17, 2021](https://www.sec.gov/Archives/edgar/data/21076/000120677421002562/clorox3957551-def14a.htm#appendixa). | | | | | | DEF 14A | | | | | | 001-07151 | | | | | | App. A | | | | | | October 6, 2021 | | |

| [removed: [10.6*](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] [added: 10.6*] | | | | | | [Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made [removed: in 2019.](https://www.sec.gov/Archives/edgar/data/21076/000002107619000016/clxq1fy20exhibit101.htm)] [added: in](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit102.htm) [2022](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit102.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit102.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | [removed: October 31, 2019] [added: November 1, 2022] | | |

| [removed: [10.7*](https://www.sec.gov/Archives/edgar/data/0000021076/000002107620000021/clxq1fy2110qexhibit1041.htm)] [added: 10.8*] | | | | | | [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: [10.8*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit104.htm)] [added: 10.7*] | | | | | | [Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit104.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.4 | | | | | | November 1, 2021 | | |

| [removed: [10.9*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] [added: 10.10*] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive [removed: Plan.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] [added: Plan for awards made in 202](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)[1](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.3 | | | | | | November 1, 2021 | | |

| [removed: [10.10*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] [added: 10.13*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan [removed: (Annual] [added: (Off-Cycle] Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm) [added: [for](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm) [awards made in 2021](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.5 | | | | | | November 1, 2021 | | |

| [removed: [10.11*](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit106.htm)] [added: 10.15*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Off-Cycle [removed: Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit106.htm)] [added: Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit104.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.6] [added: 10.4] | | | | | | November 1, [removed: 2021] [added: 2022] | | |

| [removed: [10.12*](http://www.sec.gov/Archives/edgar/data/21076/000119312508180293/dex1018.htm)] [added: 10.16*] | | | | | | [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: [10.13*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001954/exhibit10-18.htm)] [added: 10.17*] | | | | | | [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: [10.14*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1013.htm)] [added: 10.18*] | | | | | | [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: [10.15*](http://www.sec.gov/Archives/edgar/data/21076/000120677409002024/exhibit10-17.htm)] [added: 10.19*] | | | | | | [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: [10.16*](http://www.sec.gov/Archives/edgar/data/21076/000120677411002394/exhibit10-21.htm)] [added: 10.20*] | | | | | | [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: [10.17*](http://www.sec.gov/Archives/edgar/data/21076/000120677412004439/exhibit10-2.htm)] [added: 10.21*] | | | | | | [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: [10.18*](http://www.sec.gov/Archives/edgar/data/21076/000002107618000007/clxq3fy18exhibit101.htm)] [added: 10.22*] | | | | | | [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: [10.19*](http://www.sec.gov/Archives/edgar/data/21076/000120677410001178/exhibit10-27.htm)] [added: 10.23*] | | | | | | [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 | | |

| [removed: [10.20*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex102.htm)] [added: 10.24*] | | | | | | [Third Amended and Restated Executive Change in Control Severance Plan, effective November 17, 2021](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex102.htm). | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 17, 2021 | | |

| [removed: [10.21*](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)] [added: 10.25*] | | | | | | [Severance Plan for Clorox Executive Committee Members, fourth amended and restated [removed: effectiv](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)[e] [added: effective] November 17, [removed: 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)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/21076/000120677421002755/clorox3984651-ex103.htm)] | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.3 | | | | | | November 17, 2021 | | |

| [removed: [10.22*](http://www.sec.gov/Archives/edgar/data/21076/000120677411001126/exhibit10-27.htm)] [added: 10.26*] | | | | | | [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: [10.23*](http://www.sec.gov/Archives/edgar/data/21076/000120677416006893/clorox3118951_1-ex1022.htm)] [added: 10.27*] | | | | | | [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 | | |

| 10.9* | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit101.htm) [for awards made in 2022](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit101.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | November 1, 2022 | | |

| 10.11* | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 202](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1051.htm)[0](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1051.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1051.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.5 | | | | | | November 2, 2020 | | |

| 10.12* | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit103.htm) [for awards made in 2022.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit103.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.3 | | | | | | November 1, 2022 | | |

| 10.14* | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant) for awards made in 2020.](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1021.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 2, 2020 | | |

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

[Table of Contents](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)[](#i9c8d573679fe4d66a64e2d79e182532d_7)

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

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

| Date: August 10, [removed: 2022] [added: 2023] | | | By: | | | /s/ Linda Rendle | | |

| /s/ A. Banse | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ J. Denman | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ S. C. Fleischer | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ E. Lee | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ A. D. D. Mackay | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ P. Parker | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ S. Plaines | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ M. J. Shattock | | | | | | Independent Chair | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ K. Tesija | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ R. J. Weiner | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ C. J. Williams | | | | | | Director | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ L. Rendle | | | | | | Chief Executive Officer (Principal Executive Officer) | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ K. B. Jacobsen | | | | | | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ L. Peck | | | | | | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | | | | | August 10, [removed: 2022] [added: 2023] | | |

| /s/ R. H. Carmona | | | | | | Director | | | | | | August 10, 2022 | | |

| R. H. Carmona | | | | | | | | | | | | | | |