Clorox Co 10-K for FY2025
Clorox Co (CLX)
10-K
2025-08-08
For: 2025-06-30
View Original
Added on
April 09, 2026
About this 10-K
Clorox Co filed this 10-K on August 8, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $7.1B
- up 0.2% from $7.09B a year earlier
- Net income
- $810M
- up 189.3% from net income of $280M a year earlier
- Diluted EPS
- $6.52
- up 189.8% from $2.25 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $19.9 billion.
As of July 23, 2025, there were 122,309,414 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference:
THE CLOROX COMPANY
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2025
TABLE OF CONTENTS
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PART I
This Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (this Report), including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including, among others, statements regarding the expected or potential impact of the Company’s operational disruption stemming from a cyberattack, and any such forward-looking statements involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “predicts” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed below. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s U.S. Securities and Exchange Commission (SEC) filings.
The Company’s forward-looking statements in this Report are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.
In this Report, unless the context requires otherwise, the terms “the Company,” “Clorox,” “we,” “us” and “our” refer to The Clorox Company and its subsidiaries.
ITEM 1. BUSINESS
Overview of Business
The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2025 net sales of $7.1 billion and about 7,600 employees worldwide as of June 30, 2025. The Company has operations in approximately 25 countries or territories and sells its products in approximately 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 bleach, cleaning and disinfecting products; Pine-Sol® and Tilex® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Glad® bags and wraps; Fresh Step® cat litter; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; and Burt’s Bees® natural personal care products. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare® brand names. Over 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories. The Company was founded in Oakland, California, in 1913 and is incorporated in Delaware.
The Company's IGNITE strategy accelerates innovation in key areas of the business to drive growth and deliver value for all Company stakeholders. 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 addition, IGNITE's integrated approach to sustainability supports long-term value creation for the Company and its stakeholders.
Business Performance
Guided by its IGNITE strategy and underpinned by its enduring values, the Company remained focused on making significant investments in its strong brands, strategic digital capabilities and streamlined operating model to drive long-term value creation.
The Company entered fiscal year 2025 in a position of operational strength, having fully recovered from the August 2023 cyberattack and delivered strong execution against its IGNITE goals during the prior fiscal year.
In the back half of the fiscal year, heightened macroeconomic uncertainties drove changes in shopping behaviors, resulting in temporary category slowdowns and lower sales. Despite these headwinds, in fiscal year 2025 the Company delivered organic sales and earnings growth while advancing its goals to build a stronger, more resilient company. While net sales were
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essentially flat in fiscal year 2025, the Company grew overall market share while also expanding gross margin. Diluted net earnings per share (EPS) increased 190% compared to the year-ago period, primarily due to the losses on the divestiture of the Argentina business in the prior period, higher volume in the current period, the pension settlement charge in the prior period and cost savings and the benefits of cyberattack insurance recoveries in the current period, partially offset by the loss relating to the divestiture of the Better Health Vitamins, Minerals and Supplements (VMS) business, unfavorable mix and higher trade promotion spending all in the current period.
The Company also launched numerous innovations and new products in fiscal year 2025, including seven new Hidden Valley Ranch flavors, new scent options for Scentiva Bleach and Poett Multi-Purpose Cleaner, Burt’s Bees Tinted Boosted Lip Balm and Rescue Lip Relief, Ever Clean Senior Cat Litter as well as Fresh Step Heavy Duty Litter, Kingsford Beercoal charcoal briquettes and the Brita Plus System.
In September 2024, the Company completed the divestiture of its Better Health VMS business, which included the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. The transaction was in support of the Company's IGNITE strategy and the commitment to evolve its portfolio to increase focus on its core business to drive more consistent, profitable growth.
In February 2025, the Company announced that the Venture Agreement with The Procter & Gamble Company (P&G) for the Company's Glad bags and wraps business will wind down by January 31, 2026. The Company will acquire P&G’s 20% interest in the venture at its termination. Clorox’s purchase of P&G’s interest in the Glad business will be at a fair market value as established by predetermined contractual valuation procedures as of the expiration date of the joint venture. Following expiration of the joint venture, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
The Company's transformation efforts continued throughout fiscal year 2025. As announced in August 2021, the Company continues to invest in transformative technologies and processes over a five-year period. This investment began in fiscal year 2022, and includes replacement of the Company's enterprise resource planning system (ERP) and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. Following the successful implementation of the new ERP system in Canada, Clorox began implementation in the U.S. in fiscal year 2026. The total incremental transformational investment is expected to be $570 to $580 million. It is expected that these implementations will generate efficiencies and transform the Company's operations in the areas of supply chain, digital commerce, innovation, brand building and more over the long term.
During the fourth quarter of fiscal year 2025, certain retailers placed orders in advance of the ERP transition in the U.S. to minimize any potential inventory impacts during the implementation phase. The incremental shipments provided a benefit to net sales, however, these impacts are expected to reverse in fiscal year 2026 as retailers draw down this inventory.
In fiscal year 2025, the Company fully leveraged its new streamlined operating model to deliver ongoing cost savings and further enhance the Company's ability to respond more quickly to changing consumer behaviors and innovate faster.
Clorox continued to work toward its sustainability goals, which are embedded into the IGNITE strategy and throughout the business. The Company prioritizes greenhouse gas emission reductions and reducing plastic and other waste. Clorox continues to invest in talent development initiatives across all levels and functions. Through both funding and employee volunteering, The Clorox Company Foundation extends Clorox’s people-centered impact by promoting well-being and inclusivity within communities.
The Company has been broadly recognized throughout fiscal year 2025 for its integrated sustainability efforts. For the third consecutive year, Clorox earned the top ranking on Barron’s 100 Most Sustainable U.S. Companies list. The Company was also recognized by Time as one of the World’s Best Companies and listed among The Most Trustworthy Companies in America by Newsweek. Clorox also received the Technology Innovation Award from the Household & Commercial Products Association and was named to Wall Street Journal's 250 Best Managed Companies.
Clorox also continued its longtime commitment to providing value to shareholders through regular dividends. During fiscal year 2025, the Company paid $602 million in dividends to shareholders. In July 2025, Clorox announced an increase of 2% to its dividend, consistent with its longstanding practice of delivering annual dividend increases.
For fiscal year 2026, Clorox will continue to invest in its brands and capabilities to build a stronger, more resilient company that delivers consistent, profitable growth over time.
For additional information on recent business developments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, incorporated herein by reference.
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Financial Information about Operating Segments and Principal Products
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
•Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.
•Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. Products within this segment include bags and wraps under the Glad brand; cat litter primarily under the Fresh Step and Scoop Away brands; and grilling products under the Kingsford brand.
•Lifestyle consists of food, water-filtration and natural personal care products marketed and sold in the United States. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; water-filtration products under the Brita brand; and natural personal care products under the Burt’s Bees brand.
•International consists of products sold outside the United States. Products within this segment include laundry additives and home care products primarily marketed under the Clorox, Poett, Pine-Sol and Clorinda brands; bags and wraps under the Glad brand; cat litter primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.
The Company’s products are marketed and sold globally. The following table provides the Company’s global product lines, which were sold in the United States (including professional products) and internationally, that accounted for 10% or more of consolidated net sales for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Cleaning products | 44 | % | 43 | % | 42 | % | |||||||||||
| Bags and wraps | 15 | % | 15 | % | 16 | % | |||||||||||
| Food products | 12 | % | 11 | % | 11 | % | |||||||||||
| Cat litter products | 10 | % | 10 | % | 10 | % | |||||||||||
Principal Markets and Methods of Distribution
In the United States, most of the Company’s products are nationally advertised and sold to mass retailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, military stores and other retail outlets primarily through a direct sales force; to grocery stores and grocery wholesalers primarily through a combination of direct sales teams and a network of brokers; and through e-commerce retailers. The Company also sells many of its products through alternative retail channels. Some brands are sold using the direct-to-consumer model. The Company sells institutional, janitorial, food-service and healthcare products through a direct sales force and a network of brokers to distributors and redistributors. Outside the United States, the Company sells products to the retail trade through subsidiaries, licensees, distributors and joint-venture arrangements with local partners.
Sources and Availability of Raw Materials
The Company purchases raw materials from numerous unaffiliated U.S. and international suppliers, some of which are sole source or single-source suppliers. Interruptions in the delivery of these materials could adversely impact the Company. Key raw materials used by the Company include resin, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard, soybean oil, solvent, derivatives of amines and other chemicals and agricultural commodities. Raw materials were generally available during fiscal year 2025 with minimal constraints. While the Company does not expect supply constraints in fiscal year 2026, supply risk may result from external factors outside of the Company's control.
The Company generally utilizes supply contracts to help ensure availability and a number of forward-purchase contracts to help reduce the volatility of the pricing of raw materials needed in its operations. However, the Company is highly exposed to changes in the prices of commodities and transportation used in manufacturing and shipping of its products, including as a result of new or increased tariffs. For further information regarding the impact of changes in commodity prices, see
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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1, “Risk Factors – Volatility and increases in the costs of raw materials, 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.
Patents and Trademarks
Most of the Company’s brand name consumer products are protected by registered trademarks. The Company’s brand names and trademarks are highly important to its business, and the Company vigorously protects its trademarks from apparent infringements. Maintenance of brand equity value is critical to the Company’s success. The Company’s patent rights are also significant to its business and are asserted, where appropriate, against apparent infringements.
Seasonality
Most sales of the Company’s grilling products occur during the months of March through September each calendar year. The volume and sales of grilling products may be affected by weather conditions.
Customers
Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 27%, 25% and 26% of consolidated net sales for each of the fiscal years ended June 30, 2025, 2024 and 2023, respectively, and occurred across all of the Company’s reportable segments. No other customers accounted for 10% or more of the Company’s consolidated net sales in any of these fiscal years. The Company’s five largest customers accounted for nearly half of the Company’s consolidated net sales for each of the fiscal years 2025, 2024 and 2023.
Competition
The markets for consumer products are highly competitive. The Company’s products compete with other nationally advertised brands and with “private label” brands within each category. Competition comes from similar and alternative products, some of which are produced and marketed by major multinational or national companies having financial resources greater than those of the Company. In addition, the Company faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services. The Company’s products generally compete on the basis of product performance, brand reputation and recognition, image and price. A newly introduced consumer product (whether improved or newly developed) usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising support. If a product gains consumer acceptance, it typically requires continued advertising and promotional support and ongoing product innovation to maintain its relative market position. For further information regarding the intense competition the Company faces, see “Risk Factors – The Company faces intense competition in its markets, which could lead to reduced net sales, net earnings and cash flow.” in Item 1.A.
Environmental Matters
For information regarding noncapital expenditures related to environmental matters, see the discussions below under “Risk Factors – Environmental matters create potential liabilities that could adversely affect the Company’s financial condition and results of operations.” in Item 1.A. No material capital expenditures relating to environmental compliance are presently anticipated.
HUMAN CAPITAL MANAGEMENT
Purpose and Values
The Clorox Company is led by its purpose to champion people to be well and thrive every single day, including employees, consumers and communities served around the world.
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, alongside its integrated goals for sustainability which promote healthy lives, a clean world and thriving communities, all supported by strong corporate governance.
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Workforce
As of June 30, 2025, the Company employed about 7,600 people worldwide, with 73% in the United States and 27% working outside the United States. Clorox's U.S. workforce includes 47% nonproduction employees and 53% production employees, while the workforce outside the United States includes 59% nonproduction employees and 41% production employees. The number of employees during fiscal year 2025 was primarily impacted by the divestiture of the Company’s Better Health VMS business.
People are essential to Clorox’s efforts to drive growth and deliver value for all stakeholders. The Company believes its values-based culture connects to its purpose and helps its people be at their best. A workforce comprised of diverse backgrounds and experiences helps the Company better understand and meet the needs of its consumers. Clorox fosters an inclusive workplace to create stronger teams, unlock more innovation and – ultimately – contribute to its growth and success.
Clorox continues to conduct annual pay equity analyses for non-production employees in addition to monitoring pay trends throughout the year. This effort proactively identifies potential discrepancies and helps to ensure each employee is compensated fairly, regardless of race, ethnicity or gender.
More than a dozen employee resource groups (ERGs) help drive inclusion within Clorox and foster belonging, in part through greater understanding of different backgrounds and perspectives. These groups are open to all employees and serve as an important forum for talent recruiting and retention, professional development and open dialog that strengthens the Company’s workplace culture and, through regular volunteer opportunities, the communities employees call home. The ERGs also serve the business by serving as internal focus groups, inspiring product innovations, accelerating product placement plans and deepening knowledge of the Company's multicultural consumer base.
Hiring and Development
Clorox looks to continuously attract, develop and retain the best talent to deliver against its strategy and commitments, prioritizing career growth and leadership development to establish a strong foundation for long-term success. Company investments include a suite of training and education for people managers to help them become effective coaches and leaders; mentoring programs and initiatives to help build a strong talent pipeline; and summer internship and co-op programs for college hires. Clorox also conducts a robust talent review and leader succession planning process to ensure a strong pipeline for key roles.
Additionally, supported by its strategic investment in digital transformation and related productivity enhancements, the Company continues to strengthen new ways of working, including implementing new tools and technologies that allow employees to collaborate more effectively, work smarter and make faster, more informed decisions. Finally, in order to attract key prospective talent and continue to advance Clorox as an employer of choice, the Company continues to invest in its employer value proposition and career development and talent acquisition strategies.
Employee Engagement and Retention
In support of its efforts to actively listen to its workforce, engage in effective two-way dialog and embrace continuous improvement, Clorox conducts both annual and periodic pulse surveys. The Company surveys its employees to assess their perception of Clorox as a place to work as well as their views of leadership, the Company's IGNITE strategy and related transformation, sense of inclusion and more. In fiscal year 2025, just over 83% of nonproduction employees said they feel engaged at Clorox, which was above the Company's fiscal year 2024 results and above the 50th percentile for Fortune 500 and industry benchmarks1. Company leadership then uses the engagement survey results to develop and deploy related action plans aimed at addressing employee feedback, strengthening the overall workplace culture and, importantly, retaining top talent.
Employee Safety and Well-Being
As a company dedicated to championing people to be well and thrive every single day, Clorox takes a holistic approach to caring for its employees, with benefits and programs designed to support physical, mental and financial well-being.
Consistent with its value of putting people at the center, the Company invests in workplace safety through a combination of education, training and related policies, while operating in compliance with applicable regulations, including Occupational Safety and Health Administration (OSHA) guidelines in the United States. In fiscal year 2025, the Company’s recordable
1 Employee engagement surveys may vary across companies on a year-to-year basis.
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incident rate (RIR) was 0.66. This was significantly lower than the 2.8 average RIR for goods-producing manufacturing companies in 2023, which is the latest available data from the U.S. Bureau of Labor Statistics2.
The Company has continued to prioritize the mental health of its employees, partnering with external vendors to provide free and confidential mental health and lifestyle services as well as other related resources, tools and forums to employees and their families.
The Company also provides parents with support such as paid parental leave, adoption resources, family-forming benefits and subsidized childcare.
To support employees' financial well-being, the Company provides competitive compensation – including short- and long-term incentives – to attract and retain top talent. In addition, Clorox supports its employees' retirement readiness by contributing up to 10% of an employee's annual salary to their 401(k) plan each year and offering third-party financial planning services.
Available Information
The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are available on the Company’s website, free of charge, as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. These reports are available at TheCloroxCompany.com under Investors/Financial Reporting/SEC Filings. Additionally, the Company routinely posts additional important information, including press releases, on its website and recognizes its website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to our SEC filings and public webcasts. These items are available at TheCloroxCompany.com under Investors/Overview/Press Releases.
Information relating to corporate governance at Clorox, including the Company's Code of Conduct, the Clorox Company Board of Directors Governance Guidelines and Board Committee charters for the Management Development and Compensation Committee, the Audit Committee, and the Nominating, Governance and Corporate Responsibility Committee, is available at TheCloroxCompany.com under Company/Leadership & Governance or https://www.thecloroxcompany.com/company/corporate-governance/. The Company will provide any of the foregoing information without charge upon written request to Corporate Communications, The Clorox Company, 1221 Broadway, Oakland, CA 94612-1888. The information contained on the Company's website is not included as a part of, or incorporated by reference into, this Report.
ITEM 1.A. RISK FACTORS
The risks and uncertainties set forth below, as well as other factors described elsewhere in this Report or in other filings by the Company with the SEC, could adversely affect the Company’s business, financial condition and results of operations. Additional risks and uncertainties that are not currently known to the Company or that are not currently believed by the Company to be material may also harm the Company’s business, financial condition and results of operations.
Business and Industry Risks
Unfavorable and uncertain general economic and geopolitical conditions beyond the Company's control could negatively impact its financial results.
Unfavorable general economic factors that are beyond the Company's control have materially adversely affected, and could continue to materially adversely affect, its business, results of operations, financial condition and liquidity. These factors include, but are not limited to, inflation, tariffs, recession and economic slowdown, labor shortages, wage pressures, and supply chain disruptions, as well as housing markets, consumer credit availability, consumer debt levels, fuel and energy costs, interest rate fluctuations, tax rates and policy, unemployment trends, natural disasters, pandemics/epidemics, civil disturbances and terrorist activities, foreign currency exchange rate fluctuations, conditions affecting the retail environment for the Company's products and other factors that influence consumer demand, spending and preferences that could impact the demand for the Company's products and negatively impact its net sales and results of operations.
In addition, geopolitical instability (including the conflicts in Ukraine and the Middle East, the potential for escalation in hostilities between the U.S. and Iran, 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
2 The Company's fiscal year 2025 RIR of 0.66 means that for every 100 full-time equivalent Clorox employees globally, the Company averaged less than one recordable incident during the past year. The criteria used to determine RIR follows the U.S. Department of Labor’s OSHA guidelines and is applied globally. The RIR does not include workers at offices with fewer than 10 employees, but it does include remote workers.
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partners, including China, particularly due to the imposition of tariffs by the U.S. and retaliatory tariffs by those partners); and 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 consumer spending and purchasing power, thereby reducing demand for the Company's products, and continue to disrupt global supply chains, impacting the availability and cost of transportation, logistics, raw materials, commodities, labor and packaging. Furthermore, U.S. government policy or election outcomes may prompt nationalist sentiment abroad, potentially resulting in targeted boycotts of U.S. products and services, which could adversely affect demand for the Company’s products in certain international markets and negatively impact financial results. 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, make financial projections, 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 the Company in a timely manner or at all, or adversely affect its business partners' ability to supply or provide services. These situations continue to evolve, and there is significant uncertainty as to their full or related impacts on the global economy and geopolitical relations, in general, and on the Company’s business, in particular. These geopolitical conflicts and tensions may also heighten other risks disclosed in this Report, including relating to cybersecurity, any of which could have an adverse impact on the Company’s business, results of operations, cash flows and/or financial condition.
The Company has experienced, and expects to continue to experience, the indirect impacts of the conflicts in Ukraine and the Middle East, including increases in the cost of raw and packaging materials and commodities (including the price of oil), supply chain and logistics challenges, and it is not possible to predict the broader or longer-term consequences of these conflicts or the sanctions and export controls imposed in response to each conflict. Increasing unfavorable macroeconomic and geopolitical conditions have caused, and may also lead to, recession risk, 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 the Company's financial instruments, and failures of counterparties including financial institutions and insurers. If any financial institution party to the Company's credit or other financing arrangements were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with the Company, which could result in reduced borrowing capacity. In addition, if any parties with which the Company conducts 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 the Company could be adversely affected. Any of these factors could negatively and materially impact the Company's business, financial condition, and results of operations.
Market and category declines and the Company’s product and geographic mix may adversely impact the Company’s ability to meet sales growth targets, profitability and financial results.
A large percentage of the Company’s revenues comes from mature markets that are subject to high levels of competition. During fiscal year 2025, 86% of the Company’s net sales were attributable to U.S. markets, including U.S. territories. U.S. markets for consumer goods are considered more mature and commonly characterized by high household penetration, particularly with respect to our most significant product categories. The Company’s ability to achieve its sales growth targets depends on its ability to successfully introduce new products, brands, line extensions, and product innovations, or enter or expand into adjacent product categories, sales channels, markets or countries. Even if we are successful at increasing sales, a general decline in the markets for the Company’s product categories has had, and may in the future have, a negative impact on the Company’s financial condition, results of operations and ability to meet its sales growth targets. Further, the Company’s product, category and/or geographic mix may hinder the Company’s ability to meet these strategic targets, especially in conjunction with ongoing macroeconomic volatility, which would adversely impact its profitability and financial results.
The Company faces intense competition in its markets, which could lead to reduced net sales, net earnings and cash flow.
The Company faces intense competition from consumer product companies both in the U.S. and in its international markets, and our ability to maintain or gain market share may be impacted by the actions by competitors. The Company’s ability to achieve sales growth depends on its ability to drive growth through innovation, including as part of its IGNITE strategy, expand into new products and categories, channels and countries, invest in its established brands and enhanced merchandising, grow categories with retailers and capture market share from competitors. Most of the Company’s products compete with other widely advertised, promoted and merchandised brands within each product category. The Company also faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services, which are increasingly offering “private label” brands that are typically sold at lower prices and compete with the Company’s products in certain categories. Increased purchases of “private label” products or other lower 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, and this would negatively impact its net earnings and profits. The Company’s products generally compete on the basis of product performance, brand reputation and recognition, image and price, thereby requiring substantial expenditures for advertising, sales promotion and trade merchandising to gain and maintain market position. The Company is also
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increasingly using digital media marketing and promotional programs to reach consumers. If the Company’s advertising, marketing and promotional programs, including its use of digital and social media, are not effective or adequate, the Company’s net sales may be negatively impacted.
Some of the Company’s competitors are larger than the Company and have greater financial resources. These competitors, as well as new or smaller market entrants, may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, adopt new technology, such as artificial intelligence and machine learning, more quickly and successfully, and respond more effectively to changing business and macroeconomic conditions and consumer preferences 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 products. Furthermore, the Company’s competitors may attempt to gain market share by offering products at prices at or below those typically offered by the Company. Competitive activity may require the Company to increase its spending on advertising and promotions and/or reduce prices, which could lead to reduced sales, margins and/or net earnings.
The Company may not successfully introduce new products and line extensions, or expand into adjacent categories and countries, which could adversely impact its ability to meet sales growth targets, financial condition and results of operations.
The Company’s ability to achieve its sales growth targets depends on innovation and its ability to successfully develop or license capabilities to introduce new products, brands, line extensions and product innovations or enter or expand into adjacent product categories, sales channels, markets or countries. The Company’s ability to anticipate changes in consumer preferences and quickly innovate in order to adapt its products (including product packaging and environmental impact and sustainability profile) to meet changing consumer demands and/or evolving regulatory requirements is essential, especially in light of the reduction in barriers for even small competitors, and these innovations may result in increased costs. This risk is further heightened by the continued evolution of consumer needs, habits and preferences as a result of shifts in U.S. demographics. The Company cannot be certain that it will successfully achieve its innovation goals. New product 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. These risks include product development or launch delays, noncompliance with applicable laws or regulations, or infringement of third-party intellectual property, any of which could result in the Company not being first to market, and the failure of new products, brands and line extensions to achieve anticipated levels of market acceptance. 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 Company may not be able to fully recoup the cost of unsuccessful product introductions or may experience a decline in sales of existing products as a result of consumer adoption of its new products, both of which could materially adversely affect the Company’s business, net earnings, margins, financial condition and results of operations.
The Company may not successfully execute or realize the anticipated benefits of its strategic or transformational initiatives.
The Company is implementing certain strategic and transformational initiatives intended to generate cost savings, improve operational efficiencies and enhance its competitive position. These initiatives include the implementation of a new ERP system, expansion of digital capabilities and productivity enhancements, and continued execution of its long-standing cost savings program focused on reducing material and manufacturing costs, improving supply chain operations, and reducing overhead.
These initiatives (and their concurrent execution) may have unintended consequences, such as business disruptions, diversion of management attention, reduced employee morale and productivity, organizational fatigue, loss of institutional knowledge, and negative impacts on relationships with customers, suppliers, and business partners.
The ERP system implementation, expected to be completed in the U.S. during fiscal year 2026, has required and will continue to require investment of personnel and financial resources to support post-implementation efforts and system functionality. Following implementation, the Company may experience system inefficiencies or integration challenges, delays in key business processes or workflows, data quality or migration issues, security access gaps, or operational disruptions. Any such disruptions could impact our ability to process transactions (including invoicing and collections), manage inventory and supply chain operations, or fulfill customer orders, which could adversely impact our customer relationships, cash flows and business.
Additionally, the expected value and cost savings from the ERP system and other transformational initiatives may not be achieved, may be realized more slowly than anticipated, may not be maintained including through training or effective change management, or may be offset by increased costs or other unintended consequences.
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The Company also may not be able to successfully enter new markets, launch new products and innovations, implement pricing actions, restructure operations, and pursue strategic acquisitions or divestitures. These strategic initiatives may not be effectively implemented, may fail to achieve intended results, or may result in unanticipated costs or complexities.
If the Company is unable to successfully execute its strategic or transformation initiatives or realize their anticipated value or benefits, its business, financial condition, and results of operations could be materially adversely affected.
The changing retail environment and changing consumer preferences could adversely affect the Company’s business, financial condition and results of operations.
The Company’s sales are largely concentrated in the traditional retail grocery, mass retail outlet, warehouse club and dollar store channels, in addition to e-commerce channels. Alternative retail channels, including hard discounters, subscription services and buying clubs, have become and may continue to be more prevalent and popular than traditional retailers. In addition, a growing number of alternative sales channels and business models, such as niche brands, native online brands, private label and store brands, direct-to-consumer brands and channels and discounter channels, have emerged. In particular, the growing presence of, and increasing sales through, e-commerce retailers have affected, and may continue to affect, consumer behavior or preferences (as consumers increasingly shop online to compare pricing and product availability) and market dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity. Further, consumer preferences continue to evolve due to a number of factors, including macroeconomic volatility and uncertainty, and 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 the sustainability practices of manufacturers, including the environmental impacts of products (including packaging, energy and water use, and waste management) and 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; and changing consumer sentiment toward non-local products or sources. Any significant changes in consumer preferences or behavior, such as time spent at home or in shared public spaces, could materially and/or 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 brand image of the Company and 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, and geopolitical events. If the Company is not successful in continuing to adapt to rapidly changing consumer preferences and market dynamics or expanding sales through e-commerce retailers or alternative retail channels, consumers may reduce their purchasing of the Company's products, which could negatively impact its business, financial condition and results of operations. In addition, e-commerce and alternative retail channels may create significant pricing pressures for consumer goods, presenting additional challenges to increasing prices in response to commodity or other cost increases in all of the channels into which the Company sells. 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, its net sales and results of operations may be materially and negatively impacted.
Harm to the Company’s reputation or the reputation of one or more of its leading brands or products could have an adverse effect on its business, financial condition and results of operations.
Maintaining a strong reputation with consumers, customers and trade and other third-party partners is critical to the success of the Company’s business. The Company devotes significant time and resources to programs designed to protect and preserve its reputation such as ethics and compliance, brand protection and suitability, product safety and quality, and enterprise risk management, and has published goals, including relating to environmental impact and sustainability, as part of its IGNITE Strategy. The Company could be the subject of negative publicity in spite of or as a result of these efforts, including relating to product safety, quality or efficacy; ingredients or substances actually or allegedly present in the Company’s products or packaging; sustainability; or its human capital practices, including if the Company changes its position on or does not achieve its sustainability goals, or provides inaccurate information. In addition, the Company’s products 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. The Company’s products are dependent on consumers’ perception of their efficacy, safety and quality. Emerging studies have, in the past, and could, in the future, prove or allege that ingredients or substances that are present or allegedly present in the Company's products, the products themselves, or similar products of other companies, are harmful to consumers. The Company also licenses certain of its brands to third parties. Such licenses and partnerships may create additional exposure for those brands to product safety, quality, sustainability and other concerns.
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Widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information (whether accurate or inaccurate). Negative publicity, posts or comments about the Company, its brands, its products, its marketing activities, whether accurate or inaccurate, or disclosure of non-public sensitive information about the Company, could be widely disseminated through the use of social media or in other formats. Additionally, marketing initiatives may not have the desired effect on a brand’s or product’s image. Such events, if they were to occur, could harm the Company’s image and adversely affect its business, financial condition and results of operations, as well as require resources to rebuild the Company’s reputation.
In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving. While the Company’s success may increasingly become dependent on its ability to adopt and effectively leverage this emerging technology, it may not be able to do so in an effective manner. This technology could also prove to be, among other things, false, biased, or inconsistent with the Company’s values and strategies, which could lead to operational disruptions, flawed decision-making, increased costs, or reputational harm. Further, the use of generative artificial intelligence tools may compromise confidential or sensitive information, put the Company’s intellectual property at risk, or subject the Company to claims of intellectual property infringement, all of which could damage the Company's reputation.
Dependence on key customers could adversely affect the Company’s business, financial condition and results of operations.
A limited number of customers account for a large percentage of the Company’s net sales. Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 27%, 25%, and 26% of consolidated net sales for the fiscal years ended June 30, 2025, 2024, and 2023, 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 2025, 2024, and 2023, 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 net earnings, and reduce the ability of the Company to offer new, innovative products to consumers. Any loss of a key customer or a significant reduction in net sales to a key customer of the Company or a business unit could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the use of the latest pricing technology by its customers may lead to category pricing pressures. Consistent with the ongoing variability in information technology (IT) systems industry-wide, the Company's IT platforms, including after the implementation its ERP system, may not be fully compatible at all times with those used by its customers and may not be able to respond to customer data or technology demands.
With the growing trend towards retailer consolidation, both in the U.S. and internationally, the continued growth of e-commerce and the integration of traditional and digital operations at key retailers, the Company is increasingly dependent on certain retailers. This 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; impose other burdensome requirements on product suppliers; or move away from branded products to "private label." These large consolidated companies could also exert additional competitive pressure on the Company’s other customers, which could in turn lead to such customers demanding lower pricing, higher trade discounts or special packaging or imposing other onerous requirements on the Company. If a significant customer ceases doing business with or materially decreases its purchase of the Company's products, the Company’s business, financial condition and results of operations may be harmed.
The Company’s business is based primarily upon individual sales orders, and the Company typically does not enter into long-term contracts with its customers. Accordingly, customers could reduce their purchasing levels or cease buying products from the Company at any time. If the Company does not effectively respond to the demands of its customers, they could decrease their purchases, causing the Company’s net sales and net earnings to decline. Furthermore, unfavorable market conditions or competitive pressures may cause customers to reevaluate the number and mix of brands they sell, resulting in lower purchases of the Company’s products by these customers. The Company may also modify key customer credit limits due to customer financial strength, which may have an adverse impact on future sales.
Acquisitions, new venture investments and divestitures may not be successful, which could have an adverse effect on the Company’s business.
In connection with its strategy, the Company expects to continue to seek acquisition, joint venture and investment opportunities. However, the Company may not be able to identify and successfully negotiate suitable strategic transactions at attractive prices. In addition, an increase in regulatory restrictions or continued market volatility could hinder the Company’s ability to execute strategic business activities including any acquisitions or investments. Furthermore, all acquisitions and investments entail numerous risks, including risks relating to the Company’s ability to:
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•successfully integrate acquired companies, brands, products, technologies, systems or personnel into the Company’s existing business operations in an effective, timely and cost-efficient manner;
•maintain uniform standards, controls, procedures and policies throughout acquired companies, including effective integration into the Company’s internal control over financial reporting;
•successfully enter categories, markets and business models in which the Company may have limited or no prior experience;
•achieve expected synergies and financial or strategic benefits from acquisitions within the anticipated time periods, if at all;
•achieve distribution expansion related to products, categories and markets from acquisition and retain key relationships and personnel of acquired companies;
•identify and manage any legal or reputational risks that may predate or be associated with a transaction, which could negatively impact the Company following closing; and
•manage other unanticipated problems or liabilities, including relating to a system shutdown, service disruption, or cyberattack on an acquired company’s IT/operational technology (OT) systems.
Acquired companies or operations, joint ventures or investments may not be profitable or may not achieve sales, profitability, and cash flow expectations. Furthermore, acquisitions or ventures could also result in dilutive issuances of equity securities, debt, the assumption of contingent liabilities (such as those relating to advertising claims, environmental issues and litigation, and negative reputational issues), an increase in expenses related to intangible assets, including trademarks and goodwill, and increased operating expenses, all of which could adversely affect the Company’s financial condition, margins and results of operations. Future acquisitions of foreign companies or new foreign ventures would subject the Company to local regulations and could potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, tax or labor laws, government price controls, or repatriation of profits and liabilities relating to the Foreign Corrupt Practices Act (“FCPA”). 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, the Company has recorded, and may, in the future, be required to record, impairments of intangible assets. Any impairment charges could adversely affect the Company’s financial condition, margins and results of operations.
The Company has divested and may, in the future, divest certain assets, businesses or brands. A divestiture could affect the profitability of the Company as a result of the gains or losses on such sale of a business or brand, the loss of the operating income or sales resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability and cash flow subsequent to any divestiture. The Company may also encounter difficulty finding potential acquirers or other divestiture options on favorable terms. If the Company is unable to complete a divestiture or successfully transition a divested business, including the effective management of the related separation and overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, its business and financial results could be negatively impacted. The Company may also be required to recognize impairment charges or other losses as a result of a divestiture. For example, in March 2024 and September 2024, the Company completed the sale of its Argentina business and its Better Health VMS business, respectively, and recorded a loss for each sale.
In addition, any potential future acquisitions, new ventures or divestitures may divert the attention of management and resources from other business priorities. The occurrence of any of these risks or uncertainties may have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company may not be able to attract, develop or retain the highly skilled personnel needed to support its business.
The Company’s success depends, in part, on its continuing ability to identify, hire, develop and retain highly qualified personnel with diverse perspectives, experiences, and backgrounds that reflect the Company’s varied and diverse consumer base, at all levels of the business, including management and in its manufacturing facilities. The Company's ability to attract and retain talent has been and may continue to be impacted by a number of factors, including employee morale, its reputation, competition from other employers and availability of qualified individuals in key geographic areas such as the San Francisco Bay Area, and challenges in the labor market, particularly in the U.S., which has increasing labor costs, sustained labor shortages, and changing worker and talent market expectations around flexible work models and relocation. Increased labor costs as a result of increased competition for employees, higher employee turnover rates, increased employee benefit costs, or labor union organizing efforts could increase the Company’s operating expenses, and its growth and results of operations could be adversely impacted.
The Company continues executing organizational change, which may impact hiring and retention efforts. Related activities to identify, hire and onboard qualified talent at increasing compensation costs may require significant time and expense which could further adversely affect the Company’s operations and financial results. The Company’s success also depends on its
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ability to retain its key personnel, including its executive officers and senior management team, and to continue to implement its succession plans for senior management and other key employees. The unexpected loss or unavailability of one or more of the Company’s key leaders could disrupt its business.
Operational Risks
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.
Volatility and increases in the cost of raw materials, including resin, non-woven fabrics for wipes products, sodium hypochlorite, corrugated 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 may continue to harm, the Company’s results of operations.
Many of the raw and packaging materials and supplies used in the production of the Company's products are subject to price volatility and fluctuations in availability caused by many factors, including macroeconomic and geopolitical developments and uncertainty, governmental actions (including new or increased tariffs, sanctions, quotas, or trade barriers), supplier or transport capacity constraints, changes in supply and demand, weather conditions and natural disasters (including the potential effects of climate change, which could also pose physical risks to the Company's facilities as well as those of its key external manufacturers and suppliers), fire, growing and harvesting conditions, energy costs, health epidemics, pandemics or other contagious outbreaks, labor shortages, currency fluctuations, port congestions or delays, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites or lines, acts of terrorism and other factors beyond the Company's control.
The Company has also experienced and may continue to experience disruption in its manufacturing operations and supply chain, including facility damage or closures, as a result of the factors set forth above. Although the Company is unable to predict the impact on its ability to source raw and packaging materials and services in the future, the Company does not expect supply constraints in fiscal year 2026. Supply pressures and market disruptions may continue into fiscal year 2026, however, including as a result of new or increasing U.S. or retaliatory tariffs, which could also increase raw material costs. If such cost pressures are incurred or exceed the Company’s estimates and the Company is not able to increase the prices of its products (or sustain such price increases) or achieve cost savings to offset such cost increases, its margins would be harmed. Sustained price increases may also lead to declines in sales volumes and loss of market share, as competitors may not adjust their prices or customers may decide to purchase a lower-priced alternative. The Company’s projections may not accurately predict the volume impact of price increases, which could adversely affect its business, financial condition and results of operations.
To reduce the cost volatility associated with anticipated purchases of certain commodities, the Company uses derivative instruments, including commodity futures and swaps. The extent of the Company’s derivative position at any given time depends on the Company’s assessment of the markets for these commodities, the cost volatility in the markets and the cost of the derivative instruments. Many of the commodities used by the Company in its products do not have actively traded derivative instruments. If the Company does not or is unable to take a derivative position and costs subsequently increase, or if it executes a position and costs subsequently decrease, the Company’s costs may be greater than anticipated or higher than its competitors’ costs and the Company’s financial results and margins could be adversely affected.
Supply chain issues can result in product shortages or disruptions to the Company’s business.
The Company has a complex global network of suppliers that may, in the future, expand and further evolve in response to market conditions. The Company also relies on a number of single-source suppliers for certain commodities and raw material inputs, including packaging, product components, finished products and other necessary supplies. 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, which could result in out-of-stock conditions. The Company’s business continuity and disaster recovery plans to address disruptions to the manufacturing or sourcing of products or raw materials may not be sufficient, comprehensive, or effective. Significant disruptions have and could, in the future, interrupt product supply and, if not remedied in a timely manner or at all, could have an adverse impact on the Company's business, results of operations, cash flows and financial condition.
The Company also requires new and existing suppliers to meet its ethical and business partner standards. If the Company's existing or new suppliers fail to meet such standards or any other relevant governmental, industry, customer or Company standards; if the Company is unable to contract with suppliers on favorable terms or at the quantity, quality and price levels needed for its business; if any of the Company’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress; or if any environmental, economic or other outside factors impact its operations, the Company's business, results of operations, cash flows and financial condition could be adversely affected. In addition, the Company may face challenges in production planning and execution, which could impact its ability to cost-effectively meet
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product demand, or may be required to increase production in-house and reduce its supply and manufacturing arrangements with third parties, which may lead to additional costs connected to such transition and unwinding of certain manufacturing relationships.
Failure of key technology systems, cyberattacks, privacy breaches or data breaches could have a material adverse effect on the Company’s business, financial condition, results of operations and reputation.
To conduct its business, the Company relies extensively on IT and OT systems, many of which are managed, hosted, provided and/or used by third parties and their vendors. These systems include, but are not limited to, programs and processes relating to communicating within the Company and with customers, consumers, business partners, investors and other parties; ordering and managing materials from suppliers; converting materials to finished products; receiving and processing purchase orders and shipping products to customers; processing transactions; storing, processing and transmitting data, including personal confidential information and historical payment card industry data; hosting, processing and sharing confidential and proprietary research, business and financial information; and complying with financial reporting, regulatory, legal and tax requirements.
The Company is in the process of a multi-year phased upgrade of its digital and productivity capabilities and ERP system replacement. It also uses various other hardware, software and operating systems that may need to be upgraded or replaced in the near future as such systems cease to be supported by third-party service providers, and may be vulnerable to increased risks, including the risk of further security breaches, system failures and disruptions. Any such upgrade could take time, oversight and be costly to the Company, and may include potential challenges, such as the cost of training personnel, data migration, the potential instability of the new system and cost overruns. If such systems are not successfully upgraded or replaced in a timely manner, system outages, disruptions or delays, or other issues may arise. If a new system does not function properly or is not adequately supported by third-party service providers and processes, it could adversely affect the Company’s business and operations, which, in turn, could adversely impact the Company’s results of operations and cash flows.
The IT/OT systems of the Company, its customers, business partners, suppliers, and third-party providers have been, and will continue to be, subject to cyber-threats such as computer viruses or other malicious codes, security breaches, ransomware, unauthorized access attempts, business email compromise, data encryption or exfiltration, cyber extortion, denial of service attacks, phishing, deepfakes, social engineering, unintentional or malicious actions of employees or contractors, hacking and other cyberattacks attempting to exploit vulnerabilities by hackers, criminal groups, nation-states and nation-state-sponsored organizations and social-activist organizations. The Company experienced a cyberattack in August 2023 and may continue to experience an increase in the number of such attacks, which may result in unauthorized access, disclosure and misuse of customer, employee, vendor, Company, or consumer information, including personal consumer information obtained through online and e-commerce sales, and online activities, including promotions, rebates and customer loyalty programs, as well as increased costs related to the Company’s involvement in investigations or notifications conducted by the Company’s business partners. The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may also increase the frequency and magnitude of cyberattacks on the Company and amplify its cybersecurity risks. In addition, while the Company has purchased cybersecurity insurance, costs related to a cyberattack may exceed the amount of insurance coverage or be excluded under the terms of its cybersecurity insurance policy. The Company may be unable to obtain cybersecurity insurance in amounts and on terms the Company views as appropriate for its operations.
The security efforts of the Company and its third-party providers may not prevent or timely detect future attacks and resulting breaches or breakdowns of its databases or systems. These attacks may also be difficult to detect for periods of time and, even if detected, the nature and extent of the incident may not be immediately clear and an investigation into an incident could take a significant amount of time to complete. These factors may inhibit the Company’s ability to provide rapid, complete, and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public. The Company has in place disaster recovery and business continuity plans to address Company and third-party incidents, but if these plans or those of its third-party providers are not sufficient or comprehensive, or do not effectively resolve such breaches or breakdowns on a timely basis or at all, the Company may experience interruptions in its ability to manage or conduct business, as well as reputational harm, governmental fines, penalties, regulatory proceedings, litigation and remediation expenses, adverse impacts on employee morale, loss of customers or consumers, as well as heightened regulatory and legal scrutiny. The need to coordinate with various third-party service providers, including with respect to timely notification and access to personnel and information concerning an incident, may complicate the Company’s efforts to address issues that arise. As a result, the Company is subject to the risk that the activities associated with its third-party service providers can adversely affect its business, financial condition and results of operations, even if the attack or breach does not directly impact its systems or information.
Cyber-threats and techniques are becoming more sophisticated and are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. Continued geopolitical instability has also heightened the risk of cyberattacks. The Company has incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation,
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industry standards and contractual obligations. Increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase the Company's cost of compliance and operation, limit its ability to grow its business or otherwise harm its business.
In addition, data breaches or theft of personal information collected by the Company and its third-party service providers as well as data breaches or theft of Company information and assets have occurred in the past and may occur in the future. The Company is subject to the laws and regulations of various countries where it operates or does business related to solicitation, collection, processing, transferring, storing or use of consumer, customer, business partner or employee information or related data. These laws and regulations change frequently, and new legislation continues to be introduced and may include different standards and requirements, be interpreted and applied differently from jurisdiction to jurisdiction and create inconsistent or conflicting requirements. The changes introduced by data privacy and protection regulations increase the complexity of regulations enacted to protect business and personal data and subject the Company to additional costs and have required, and may in the future require, costly changes to the Company’s security systems, policies, procedures and practices. These laws and regulations also may result in the Company incurring additional expenses and liabilities in the event of unauthorized access to or disclosure of personal data.
The Company is subject to risks related to its international operations and international trade.
In fiscal year 2025, 14% of the Company’s net sales were attributable to international markets. The Company has faced and will continue to face substantial risks associated with its foreign operations, including, but not limited to:
•unfavorable and uncertain macroeconomic and geopolitical conditions as set forth elsewhere in this section and potential operational or supply chain disruptions as a result of these developments;
•the imposition of or increase in tariffs, trade restrictions or sanctions, changes in trade policies, price, profit, capital or other government controls, labor laws, immigration restrictions, travel restrictions, including as a result of pandemics/epidemics, import and export laws, or other government actions generating a negative impact on the Company’s business;
•environmental events, civil unrest, work stoppages, labor disputes, widespread health emergencies, pandemics/epidemics, terrorism, kidnapping, and drug‐related or other types of violence;
•foreign currency fluctuations, including devaluations, currency controls and inflation, which may adversely affect the Company’s ability to do business in certain markets and reduce the U.S. dollar value of revenues, profits or cash flows it generates in non-U.S. markets;
•difficulty in obtaining non-local currency (e.g., U.S. dollars) to pay for the raw materials needed to manufacture the Company’s products and contract-manufactured products;
•employment litigation related to employees, contractors and suppliers;
•potential loss of distribution channels as a result of retailer consolidation;
•increased credit risk of customers, suppliers and distributors, and defaults on obligations of foreign governments;
•increased risk of fraud or corruption in certain foreign jurisdictions and related difficulties in maintaining effective internal controls;
•potential harm to third parties, the Company’s employees and/or surrounding communities, and related liabilities and damages to the Company’s reputation, from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach, whether such actions are undertaken by the Company or by the Company’s business partners;
•lack of well-established or reliable, and impartial legal systems in certain countries where the Company operates, including difficulties in enforcing intellectual property and contractual rights;
•challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the FCPA and intellectual property laws and protections;
•the possibility of nationalization, expropriation of assets or other similar government actions.
All of the foregoing risks could have a significant adverse impact on the Company’s ability to commercialize its products on a competitive basis in international markets and may have a material adverse effect on its business, financial condition and results
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of operations. The Company’s small sales volume in some countries, relative to some multinational and local competitors, could exacerbate such risks.
Reliance on third-party service providers could have an adverse effect on the Company's business.
The Company relies on third-party service providers for certain areas of its business operations, including aspects of the implementation of the Company’s transformational initiatives (such as its digital and productivity enhancements and replacement of its ERP system), IT, procurement, supply chain, manufacturing, certain finance and accounting functions, including financial reporting, and legal, regulatory and tax compliance. Failure by these third parties to meet their contractual, regulatory and other obligations to the Company, or failure to adequately monitor their performance, has in the past and could continue to result in the Company's inability to achieve expected cost savings or efficiencies and result in additional costs to correct errors made by such service providers. Depending on the function involved and despite the possible availability of contractual remedies against these providers, such errors can also lead to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to the Company’s reputation or have a negative impact on employee morale, all of which can adversely affect the Company’s business.
Legal and Regulatory Risks
Changes in government and tax regulations could have a material effect on our financial results.
The Company’s manufacturing, processing, formulation, packaging, labeling, storage, distribution, advertising, and sale of its products and business operations must comply with extensive, increasingly varied, and complex federal, state, and foreign laws and regulations. In the U.S., this includes oversight from agencies such as the Environmental Protection Agency, the Food and Drug Administration (including applicable current good manufacturing practice regulations), the Consumer Product Safety Commission, the Federal Trade Commission, and the Occupational Safety and Health Administration. Additionally, significant and wide-ranging reforms, regulatory changes, policies, and executive orders, changing enforcement priorities, and staffing reductions at governmental agencies at the federal level in 2025 have introduced uncertainty regarding future regulatory impacts, including around product safety standards, labeling requirements, or approval processes, which may delay product launches, increase compliance risk, or impact the Company’s ability to bring new products to market expeditiously or efficiently. The Company could also be subject to future inquiries or investigations by governmental or other regulatory bodies, and any determination of non-compliance with applicable laws could result in impairment charges, significant fines, penalties, or other sanctions that may adversely affect its business, reputation, and financial performance.
Moreover, federal, state, and foreign governments may introduce new or expand existing legislation and regulations, or impose more stringent interpretations of current laws, requiring the Company to enhance its resources, capabilities, and expertise. For instance, the Company is subject to environmental regulations related to the transportation, storage, and use of certain chemicals. It may also face increased costs or mandatory funding obligations under extended producer responsibility regulations (such as plastic or packaging taxes, recycling, and waste management programs) or restrictions on materials and packaging types. These requirements could raise raw material acquisition and compliance costs, limit material availability, or make the Company’s products more expensive and less competitive, thereby reducing consumer demand. Furthermore, the Company is subject to rapidly evolving and increasingly complex legal and regulatory requirements in areas such as sustainability disclosure, sustainable packaging (including plastic packaging), data privacy, executive compensation, and corporate governance. The lack of regulatory convergence across jurisdictions, especially at the state level, may further increase compliance costs.
Due to its extensive international operations, the Company could be adversely affected by violations, or allegations of violations, of the FCPA and similar international anti-bribery laws. The Company cannot provide assurance that its internal controls policies and procedures that mandate compliance with these laws will protect the Company from reckless, intentional or unintentional criminal acts committed by its employees, joint-venture partners or agents. Alleged or actual violations of these laws could disrupt the Company's business and adversely affect its reputation and its business, financial condition and results of operations.
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's multi-year phased upgrade to its digital capabilities, including replacement of its ERP system, will result in changes to its processes and procedures which, in turn, could result in changes to its internal controls over financial reporting, which may require significant effort and judgment. Any failure to maintain an effective system of internal control over financial reporting, including as a result of failure of the ERP system to work properly, could limit the Company’s ability to report its results of operations accurately and on a timely basis, or to detect and prevent fraud and could expose it to regulatory
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enforcement action and shareholder claims, which could have a material adverse effect on the Company’s business, financial condition and results of operations.
Fluctuations in federal, state, local and foreign taxes or a change to uncertain tax positions, including related interest and penalties, may also impact the Company’s effective tax rate and the Company’s results of operations. Changes in tax laws, including additional guidance issued by the U.S. Treasury Department, the U.S. Internal Revenue Service or similar bodies of state, local and foreign governments could create uncertainty, impact the Company's recorded liability in future periods and have a material impact on the Company’s results of operations. For example, on July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The act contains a number of provisions that are applicable to U.S. corporate taxpayers. The Company is in the process of evaluating the impact of this legislation on its consolidated financial statements. Additionally, on December 20, 2021, the Organization for Economic Development released a set of model rules, known as the Global Anti-Base Erosion rules (GloBE rules) or “Pillar Two,” designed to ensure that large multinational enterprises pay a minimum 15% tax on income arising in each jurisdiction in which they operate. Many countries have implemented Pillar Two, and the Company has been subject to Pillar Two in certain foreign jurisdictions beginning this past fiscal year ended June 30, 2025. The Company has evaluated and will continue to monitor the impact of the GloBE rules but does not anticipate that they will have a material impact on the Company's effective tax rate and cash flows. See also “Critical Accounting Estimates—Income Taxes” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Exhibit 99.1 for more information on factors influencing the determination of our effective tax rate and tax positions.
If the Company is found to be noncompliant with applicable laws and regulations in these or other areas, it could be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on its business. Loss of or failure to obtain necessary permits and registrations, particularly with respect to its charcoal business, could delay or prevent the Company from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect its financial condition and results of operations. In order to comply with any changes in these laws and regulations, the Company may be required to make changes to product formulation, labeling or marketing claims, perform additional testing to substantiate its product claims, make costly changes in its manufacturing processes or supply chain or stop selling certain products until corrective actions have been taken. Any of these developments could increase the Company’s costs significantly, which could have a material adverse effect on the Company’s financial condition and results of operations.
Climate change and other sustainability issues may have an adverse effect on the Company's business, financial condition and results of operations and could damage its reputation.
Companies across all industries are facing increasing scrutiny relating to their sustainability policies and practices. In particular, there is increasing focus by governmental and non-governmental organizations, investors, customers, consumers, employees and other stakeholders on sustainability matters, such as climate change, water use, deforestation, biodiversity, plastic waste, responsible sourcing, animal welfare, labor and employment practices and human rights, as well as diversity and inclusion efforts. Changing consumer preferences may also result in increased demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of the Company's products and their environmental impact on sustainability; a growing demand for natural or organic products and ingredients; or increasing consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products. These demands could impact the profitability of some of the Company's products, or cause it to incur additional manufacturing or other costs which may not be recoverable through price increases or increased sales volumes, make changes to its operations, make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose the Company to market, operational and execution costs or risks. Certain investors and other stakeholders have expressed negative sentiment regarding corporate environmental, social and governance (ESG) initiatives, including sustainability and diversity and inclusion practices. In addition, recent regulatory actions and executive orders issued by the current U.S. presidential administration have targeted these areas. The Company’s practices and efforts in these areas may not align with the expectations of all stakeholders, which could negatively affect our relationships with certain stakeholders. Furthermore, our activities in these areas could expose us to increased regulatory or legal scrutiny, potential product boycotts, or other actions that may harm our reputation or adversely affect our business, financial condition, or results of operations.
The Company is subject to climate-related transition risks, including increased energy costs due to increasing demand for alternative energy sources and new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Evolving and increasing regulatory requirements, including in relation to sustainability, such as extended producer responsibility or environmental or emissions standards could cause disruptions in the Company's manufacturing processes or increase operating, energy, raw materials and compliance costs. The Company may undertake additional costs to control, assess and report on sustainability metrics as the nature, scope and complexity of sustainability reporting, diligence and disclosure requirements expand. The ability to achieve any stated goal, target, or objective is subject to numerous factors and
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conditions, many of which are outside of the Company's control. For example, working towards achieving the Company's goals will require significant effort by and resources from the Company and stakeholders, including suppliers and business partners, governmental entities and the development and adoption of technology that may not currently exist or exist at scale. Stakeholder perception of, or opposition to, the Company’s actions or inaction with respect to the environment and other sustainability matters or its ability to effectively respond to new, or changes in, related legal or regulatory requirements could lead to negative publicity, which could result in reduced demand for the Company’s products, damage to its reputation or increase the risk of litigation, regulatory proceedings, inquiries or investigations and could adversely affect the Company’s business and reputation.
Product liability and labeling claims, commercial claims or other legal proceedings could adversely affect the Company’s financial condition and results of operations.
The Company has in the past paid, and may be required in the future to pay, for losses or injuries purportedly caused by its products. Such claims may be based on allegations that, among other things, the Company’s products contain contaminants or provide inadequate instructions or warnings regarding their use, have defective packaging, fail to perform as advertised, or damage property or persons. Product liability, advertising and labeling claims could result in negative publicity that could harm the Company’s reputation, sales and results of operations and the reputation of the Company’s brands. In addition, if any of the Company’s products is found to be defective, the Company may recall such products, which could result in adverse publicity, additional litigation, fines, penalties or other losses. Although the Company maintains product liability insurance coverage, potential product liability claims may be subject to a deductible, exceed the amount of insurance coverage or be excluded under the terms of the policies.
In addition, the Company is, and may in the future become, the subject of, or party to, various pending or threatened legal actions, government investigations and proceedings relating to, among other things, advertising disputes with competitors, consumer class actions, including those related to advertising claims, labor claims, breach of contract claims, antitrust litigation, securities litigation, premises liability claims, data privacy and security disputes, employment litigation related to employees, contractors and suppliers, including class action lawsuits, and litigation in foreign jurisdictions. In general, claims made by or against the Company in litigation, investigations, disputes or other proceedings have been and may in the future be expensive and time-consuming to bring or defend against and could result in settlements, injunctions or damages that could significantly affect its business, financial condition and results of operations and harm its reputation. While it is not possible to predict the final resolution of any current or future litigation, investigations, disputes or proceedings and any reserves taken in connection therewith may not be consistent with their final resolutions, the impact of these matters, including any reserves taken in connection with such matters, on the Company’s business, financial condition and results of operations could be material. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements in Exhibit 99.1 for additional information related to these matters.
Environmental matters create potential liabilities that could adversely affect the Company’s financial condition and results of operations.
The Company must comply with various environmental laws and regulations in the jurisdictions in which it operates, including those relating to air emissions, water discharges, handling and disposal of solid and hazardous wastes, remediation of contamination associated with the use and disposal of hazardous substances. The Company has incurred, and will continue to incur, significant expenditures and other costs in complying with environmental laws and regulations and in providing physical security for its worldwide operations, and such expenditures reduce the cash flow available to the Company for other purposes.
The Company is currently involved in or has potential liability with respect to the remediation of past contamination in the operation of some of its current and former facilities. In addition, some of its present and former facilities have or had been in operation for many years and, over that time, some of those facilities may have used substances or generated and disposed of wastes that are or may be considered hazardous. It is possible that those sites, as well as disposal sites owned by third parties to whom the Company has sent waste, may be identified and become the subject of remediation. In addition, the Company also handles and/or transports hazardous substances, including but not limited to chlorine, at some of its international production facilities. A release of any hazardous substances, whether in transit or at the Company’s facilities, due to accident or an intentional act, could result in substantial liability and business disruptions. The Company could also become subject to additional environmental liabilities in the future, whether as a result of new laws and regulations or otherwise, that could result in a material adverse effect on its financial condition and results of operations.
The Company had a recorded liability of $27 million and $28 million as of June 30, 2025 and 2024, respectively, for its share of aggregate future remediation costs related to certain environmental matters, including response actions at various locations. Two matters, relating to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California and another relating to former operations in Dickinson County, Michigan account for a significant portion of the recorded liability. The Company’s estimated losses related to these matters are sensitive to a variety of uncertain
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factors, including the ability of third parties to pay their share of the response and remediation obligations, the efficacy of any remediation efforts, changes in any remediation requirements, and the future availability of alternative clean-up technologies, and the Company’s exposure may exceed the amount recorded for these matters. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements in Exhibit 99.1 for additional information related to these liabilities.
Failure to effectively utilize, successfully assert or successfully defend, the Company’s intellectual property rights could impact its competitiveness. If the Company is found to have infringed the intellectual property rights of others or cannot obtain necessary intellectual property rights, its competitiveness could be negatively impacted.
The Company's intellectual property rights are a significant and valuable aspect of its business, and the Company utilizes trademark, trade secret, copyright, and patent laws to protect its brands, products, product packaging, goodwill, inventions and confidential information. If the Company fails to obtain, perfect, enforce, or adequately protect its intellectual property rights; license intellectual property rights necessary to support new product introductions and product innovations; or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of the Company’s products may be eroded and its business could suffer. The Company also licenses certain of its brands to third parties, including for the co-development of products or devices, or promotion and sales relationships with companies in industries operating in public spaces. These licensees' actions or inaction may dilute or diminish the value of the Company’s brands and products in the marketplace, or create additional exposure to litigation, investigations, disputes or other proceedings, as well as product safety, quality, sustainability and other concerns.
The Company could come into conflict with third parties over intellectual property rights, including to assert and defend those rights, which could result in costly and disruptive litigation. If the Company is found to have violated a third party’s intellectual property rights, the Company may be required to cease use of such intellectual property and pay a substantial amount for past infringement or for continued use of those intellectual property rights. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s business could be negatively impacted as a result of shareholder activism or an unsolicited takeover proposal or a proxy contest.
In recent years, proxy contests and other forms of shareholder activism have been directed against numerous public companies. During fiscal years 2012 and 2011, the Company was the target of an unsolicited takeover proposal from a shareholder activist, which resulted in significant costs to the Company. If such a proposal were to be made again, the Company would likely incur significant costs, which could have an adverse effect on the Company’s financial condition and results of operations.
Shareholder activists may also seek to involve themselves in the governance, strategic direction and operations of the Company through shareholder proposals or otherwise. Such proposals may disrupt the Company’s business and divert the attention of the Company’s management and employees, and any perceived uncertainties as to the Company’s future direction resulting from such a situation could result in the loss of potential business opportunities, the perception that the Company needs a change in the direction of its business, or the perception that the Company is unstable or lacks continuity, which may be exploited by its competitors, cause concern to its current or potential customers, and make it more difficult for the Company to attract and retain qualified personnel and business partners, which could adversely affect the Company’s business. In addition, actions of activist shareholders may cause significant fluctuations in the Company's stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of its business.
Financial and Economic Risks
Increases in the estimated fair value of The Procter & Gamble Co. (“P&G’s”) interest in the Company’s Glad business increase the value of the Company’s obligation to purchase P&G’s interest in the Glad business upon the termination of the venture agreement and may, in the future, adversely affect the Company’s net earnings and cash flow.
In January 2003, the Company entered into a venture agreement with P&G related to the Company’s Glad bags and wraps business. In connection with this agreement, P&G provides research and development support to the Glad business. In February 2025, Clorox announced that Clorox and P&G jointly decided to wind down the venture, and the agreement with P&G will expire on January 31, 2026. The agreement requires the Company to purchase P&G’s 20% interest at the expiration of its term for cash at fair value as established by predetermined valuation procedures. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G at the inception of the venture, on a royalty-free basis for the licensed products marketed. As of June 30, 2025, the estimated fair value of P&G’s interest was $476 million, of which $501 million has been recognized by the Company and is reflected in Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. As of June 30, 2024 and 2023, the estimated fair value of P&G’s interest was $531 million and $527 million, respectively, of which $510 million and $495 million, respectively, has been recognized by the Company and is reflected in Other liabilities in the Company’s Consolidated Balance Sheets. The difference between the
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estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. As the agreement nears its expiration, there may be increased volatility in the Company’s net earnings and cash flow, as the estimated fair value of P&G’s interest may continue to change, up until any such purchase by the Company of P&G’s interest. The key assumptions and estimates used to arrive at the estimated fair value include, but are not limited to, tax rates, the rate at which future cash flows are discounted (discount rate), commodity prices, future volume estimates, net sales and expense growth rates, changes in working capital, capital expenditures, foreign exchange rates, inflation and terminal growth rates. Any changes in the underlying assumptions or estimates used to determine the estimated fair value of the Company's repurchase obligation could significantly affect the estimated fair value of that obligation and may adversely affect the Company’s net earnings in the periods leading up to the purchase, as well as its cash flows at the time of the purchase. Additionally, the final cost of the Company’s repurchase obligation may differ from the estimated fair value, which could result in further impacts to the Company's results of operations and cash flows. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Consolidated Financial Statements in Exhibit 99.1.
The estimates and assumptions on which the Company’s financial projections are based may prove to be inaccurate, which may cause its actual results to materially differ from such projections, which may adversely affect the Company’s future profitability, cash flows and stock price.
The Company’s financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, category growth, development and launch of innovative new products, market share projections, product pricing and sale, volume and product mix, foreign exchange rates and volatility, tax rates, interest rates, commodity prices, distribution, cost savings, accruals for estimated liabilities, macroeconomic factors, including tariff impacts, and the Company’s ability to generate sufficient cash flow to reinvest in its existing business, fund internal growth, repurchase its stock, make acquisitions, pay dividends and meet debt obligations. These assumptions and estimates may be adversely affected by the risks described in this Report. The Company’s financial projections are based on historical experience, various other estimates and assumptions that the Company believes to be reasonable under the circumstances and at the time they are made. The Company’s actual results may differ materially from its financial projections. Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price.
The Company’s indebtedness could have a material adverse effect on its business, financial condition and results of operations and prevent the Company from fulfilling its financial obligations, and the Company may not be able to maintain its current credit ratings, continue to pay dividends or repurchase its stock or remain in compliance with existing debt covenants.
As of June 30, 2025, the Company had approximately $2.5 billion of debt. The Company’s indebtedness could have important consequences. For example, it could:
•require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchase the Company’s common stock and for other general corporate purposes;
•limit the Company’s flexibility in planning for or reacting to general adverse macroeconomic conditions or changes in its business and the industries in which it operates;
•place the Company at a competitive disadvantage compared to its competitors that have less debt; and
•limit, along with the financial and other restrictive covenants in the Company’s debt documents, its ability to borrow additional funds.
The Company may also incur substantial additional indebtedness in the future to fund acquisitions, repurchase stock or fund other activities for general business purposes. Certain of the Company’s over-the-counter derivative agreements require the Company to maintain investment-grade credit ratings from Standard & Poor’s and Moody’s. As of June 30, 2025, the Company’s credit ratings were both investment-grade. However, a downgrade below investment-grade would allow the Company’s derivative instrument counterparties to request full collateralization, which may negatively impact the Company’s other financial arrangements, including the Company’s supply chain financing, which could, in turn, impact its working capital.
The Company has historically declared and paid quarterly cash dividends on its common stock and has repurchased stock subject to certain limitations under its stock repurchase programs. The board of directors’ determination to continue these actions will depend on its assessment that they are in the best interests of the Company’s shareholders. In the event the Company ceases these activities, the Company’s stock price could be adversely affected.
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ITEM 1.B. UNRESOLVED STAFF COMMENTS
None.
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ITEM 1.C. CYBERSECURITY
Risk Management and Strategy
The Company’s cybersecurity risk management program includes the following features.
•Leverages the National Institute of Standards and Technology (NIST) Cybersecurity and Zero Trust Architecture frameworks for managing cybersecurity risks;
•Maintenance of security policies and standards, regular updates to response planning and protocols, and monitoring vulnerabilities, emerging threats and risks through industry information sharing channels and new technology;
•A cybersecurity incident response plan designed to facilitate cross-functional coordination across the Company (including escalation based on the severity of the impact of an incident), mitigate brand and reputational damage, and comply with applicable legal obligations, which includes guidance to support the Company’s assessment of whether an incident is considered “material” for purposes of U.S. securities laws;
•Executive and IT team tabletop exercises;
•A cybersecurity insurance program to reimburse, up to policy limits, covered costs, losses and claims relating to a data or security breach;
•Use of consultants, third-party service providers and information security firms to provide technology systems or support aspects of this program, conduct assessments of the Company's cybersecurity practices and penetration testing, and cybersecurity, risk management and legal experts;
•A third-party vendor risk management process that utilizes a risk-based approach for vendors engaged through the Company’s procurement process ; and
•Cybersecurity awareness training for all employees who have access to Company email and connected devices, periodic phishing awareness simulations, and cybersecurity and phishing awareness content on the Company’s intranet site.
Governance
Management
The Company has established the Clorox Information Security Executive Committee (CISEC) which oversees the information security strategy, policies and practices of the Company. The CISEC supports the Company’s objective of maintaining a strong cybersecurity posture and culture by overseeing alignment between the Company’s cybersecurity objectives and business goals, risk exposure, and compliance requirements. The CISEC is chaired by the CISIO and includes in its membership the CIDO and Chief Legal and External Affairs Officer, who are both members of the Clorox Executive Committee, as well as the Chief Accounting Officer and Controller and the Vice President, Internal Audit, among other management. The CISIO also provides
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Board of Directors
ITEM 2. PROPERTIES
The Company owns or leases various manufacturing, distribution, office and research and development facilities, including a leased facility in Pleasanton, CA, which houses the Company’s primary research and development group, as well as other administrative and operational support personnel, and a leased office space in Oakland, CA for its corporate headquarters. Management believes the Company’s facilities are adequate to support the business efficiently.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to routine litigation incidental to its business in the United States and in international locations, including various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, commercial, administrative, employment, antitrust, securities, consumer class actions and other matters. Although the results of claims and litigation cannot be predicted with certainty, based on management’s analysis, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for or disclosed in the Company’s consolidated financial statements in Exhibit 99.1, will not have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names, ages, year first elected and current titles of each of the executive officers of the Company as of August 8, 2025, are set forth below:
| Name | Age | Year First Elected Executive Officer | Title | ||||||||
| Linda Rendle | 47 | 2016 | Chair and Chief Executive Officer | ||||||||
Nina Barton | 51 | 2024 | Executive Vice President – Group President - Care and Connection | ||||||||
Luc Bellet | 47 | 2025 | Executive Vice President – Chief Financial Officer | ||||||||
| Stacey Grier | 62 | 2019 | Executive Vice President – Executive Chief of Staff | ||||||||
| Angela Hilt | 53 | 2020 | Executive Vice President – Chief Legal and External Affairs Officer and Corporate Secretary | ||||||||
Chris Hyder | 50 | 2021 | Executive Vice President – Group President - Health and Hygiene | ||||||||
| Kirsten Marriner | 52 | 2016 | Executive Vice President – Chief Administrative Officer | ||||||||
| Eric Reynolds | 55 | 2015 | Executive Vice President – Chief Operating and Strategy Officer | ||||||||
| Chau Banks | 56 | 2020 | Senior Vice President – Chief Information and Data Officer | ||||||||
| Shanique Bonelli-Moore | 45 | 2022 | Vice President – Chief Diversity and Social Impact Officer | ||||||||
Gina Kelly | 62 | 2024 | Senior Vice President – Chief Customer Officer | ||||||||
Pascal Montilus | 61 | 2025 | Senior Vice President – Chief Supply Chain Officer | ||||||||
| Eric Schwartz | 53 | 2022 | Senior Vice President – Chief Marketing Officer | ||||||||
There is no family relationship between any of the above-named persons, or between any of such persons and any of the directors of the Company. See Item 10 of Part III of this Report for additional information.
Linda Rendle is the chair and chief executive officer for the Company, a position she has held since September 2020, having taken on the role of chair in January 2024. Prior to this role, she served as the president of the Company from May 2020 to September 2020. She served as executive vice president – cleaning, international, strategy and operations from July 2019 to May 2020. From January 2019 to July 2019, she served as executive vice president – strategy and operations. From June 2018 to January 2019, she served as executive vice president – cleaning and strategy. She served as senior vice president – general manager, cleaning division of the Company, from August 2016 to June 2018, having taken on responsibility for the professional products division in April 2017. She served as vice president – general manager, home care from October 2014 to August 2016. From April 2012 to October 2014, she served as vice president – sales, cleaning division. From August 2011 to April 2012, she served as director of sales planning – litter, food & charcoal. From January 2010 to August 2011, she served as director of sales – supply chain. Ms. Rendle joined the Company in 2003.
Nina Barton is the executive vice president and group president – care & connection for the Company, a position she has held since July 2024. Prior to joining Clorox, she was the chief executive officer of Vytalogy Wellness LLC (including its predecessor companies Jarrow Formulas Inc. and Natrol LLC) from July 2021 to November 2023, and senior advisor from November 2023 to July 2024. Previously, she was strategic advisor at The Kraft Heinz Company from November 2020 through May 2021; global chief growth officer from September 2019 through November 2020; zone president of Canada and president of digital growth from January 2019 to September 2019; and president, global digital and online growth from October 2017 to September 2019. From July 2015 to October 2017, she served as senior vice president of marketing, innovation and research & development for the U.S. business at The Kraft Heinz Company. From July 2013 through July 2015, she served as vice president, marketing at Kraft Foods Group, Inc., and senior marketing director from February 2011 through July 2013. Earlier in her career, she held a variety of marketing and leadership positions in the consumer products industry, including at Johnson & Johnson, L’Oréal and Procter & Gamble.
Luc Bellet is the executive vice president – chief financial officer for the Company, a position he has held since April 2025. Prior to this role, he served as vice president - treasurer from October 2023 to March 2025. He served as vice president – financial planning & analysis from April 2018 to October 2023. Mr. Bellet joined the Company in 2006 and has held a number of senior leadership roles in the Company’s financial organization over the years, including in internal audit, global product supply, and various business units.
Stacey Grier is the executive vice president – executive chief of staff for the Company, a position she has held since January 2024. Prior to this role, she served as executive vice president – chief growth and strategy officer from March 2022 to January 2024. From January 2019 to March 2022, she served as senior vice president – chief marketing officer, having taken on
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additional responsibility for enterprise strategy since September 2020. Prior to this role, she served as vice president - brand engagement and enhanced wellness marketing from October 2018 to January 2019. She served as vice president - brand and marketing strategy from October 2016 through October 2018. Prior to joining the Company, she served as chief strategic officer at DDB Worldwide from April 1996 to June 2016. Ms. Grier joined the Company in 2016.
Angela Hilt is the executive vice president – chief legal and external affairs officer and corporate secretary for the Company, a position she has held since October 2022, having taken on the roles as external affairs officer in April 2025 and corporate secretary in August 2024. Prior to this role, she served as senior vice president – chief legal officer since December 2020. She served as vice president – corporate secretary and deputy general counsel from September 2018 to December 2020, and vice president – corporate secretary and associate general counsel from October 2008 to September 2018. She served as senior corporate counsel from December 2005 to October 2008. Ms. Hilt joined the Company in 2005.
Chris Hyder is the executive vice president and group president – health and hygiene for the Company, a position he has held since October 2022, having taken on the role as executive vice president in May 2024. Prior to this role he served as senior vice president - general manager, cleaning and professional products since September 2021. Previously, he was vice president – general manager, cleaning division since July 2019 and vice president – general manager, homecare from September 2018 to July 2019. From January 2016 through September 2018, he was vice president of marketing – cleaning and general manager – laundry. Mr. Hyder joined the Company in 2003 and subsequently held positions of increasing responsibility.
Kirsten Marriner is the executive vice president – chief administrative officer for the Company, a position she has held since April 2025. Prior to this role, she served as executive vice president - chief people officer from January 2019 and assumed the additional role of corporate affairs officer in December 2020. She served as senior vice president – chief people officer from March 2016 to January 2019. Prior to joining the Company, she served as senior vice president and chief human resources officer at Omnicare, from March 2013 to August 2015. She served in various leadership roles, including as senior vice president, director of talent management and development at Fifth Third Bank, from October 2004 to March 2013. Ms. Marriner joined the Company in 2016.
Eric Reynolds is the executive vice president – chief operating and strategy officer for the Company, a position he has held since September 2020, having taken on additional responsibility for enterprise strategy in January 2024. Prior to this role, he served as executive vice president - household and lifestyle of the Company from July 2019 to September 2020. He served as executive vice president – cleaning and Burt’s Bees from January 2019 to July 2019. From January 2015 to January 2019, he served as senior vice president – chief marketing officer. He served as vice president – general manager, Europe, Middle East, Africa and Asia from May 2012 to January 2015. From May 2011 to April 2012, he was director, international business development. From June 2008 to April 2011, he was general manager, Caribbean. Mr. Reynolds joined the Company in 1998.
Chau Banks is the senior vice president – chief information and data officer for the Company, a position she has held since June 2020, having taken on responsibility for enterprise analytics since September 2020. Prior to this role, she served as chief technology and digital officer at Revlon Consumer Products Company from January 2018 to June 2020. From September 2013 to November 2017, she was EVP, CIO and channel integration at New York & Company, Inc. (now RetailWinds Inc.). She has held leadership positions at leading global retailers including COACH, Abercrombie & Fitch and LBrands. She previously served as a management consultant at Capgemini and Ernst & Young. She also previously held positions at Energizer and Kimberly-Clark. Ms. Banks joined the Company in 2020.
Shanique Bonelli-Moore is the vice president – chief diversity and social impact officer for the Company, a position she has held since July 2022. Prior to joining Clorox, she was executive director of inclusion at United Talent Agency from January 2019 to June 2022, and director of corporate communications from April 2018 to December 2018. From November 2016 to April 2018, she was senior director of global internal communications and diversity & inclusion lead at BuzzFeed Entertainment. Earlier in her career, she held positions at leading companies including Anheuser-Busch InBev, NBCUniversal and GE where she focused on corporate communication, diversity, inclusion and belonging.
Gina Kelly is the senior vice president – chief customer officer for the Company, a position she has held since June 2024. Prior to this role, she served as vice president – general manager, Walmart and leading-edge retailers from January 2022 to June 2024. She served as vice president – ecommerce and strategic accounts from July 2019 to January 2022. Ms. Kelly joined the Company in 1988 and subsequently held positions of increasing responsibility over the years, including vice president of sales – business development, acting vice president – grocery, natural and pet, senior director - Kroger and the natural channel.
Pascal Montilus is the senior vice president and chief supply chain officer for the Company, a position he has held since January 2025. Prior to joining Clorox, he was an executive vice president – global end to end supply chain at Reckitt from January 2024 to January 2025 and senior vice president – global end to end supply hygiene from January 2021 to January 2024. Previously, he was vice president – North America, end to end supply chain at Colgate-Palmolive from January 2018 to January
24
2021 and prior to that, held positions of increasing responsibility in supply chain and customer service and logistics at Colgate-Palmolive.
Eric Schwartz is the senior vice president and chief marketing officer for the Company, a position he has held since March 2022. Previously, he was senior vice president and general manager – specialty, from July 2019 to March 2022. Prior to joining Clorox, he was chief marketing officer and general manager at Tyson Foods, poultry segment, from January 2017 to February 2019. Earlier in his career, he held positions of increasing responsibility at Tyson Foods, Hillshire Brands and Henkel. Mr. Schwartz rejoined the Company in 2019 after serving as brand manager at the Company from 2000 to 2004.
25
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company’s common stock is listed on the New York Stock Exchange. The ticker symbol is CLX.
Holders
The number of record holders of the Company’s common stock as of July 23, 2025, was 7,960 based on information provided by the Company’s transfer agent.
Equity Compensation Plan Information
See Part III, Item 12 hereof, which is incorporated herein by reference.
Issuer Purchases of Equity Securities
In May 2018, the Board of Directors authorized the Company to repurchase up to $2,000 million in shares of common stock on the open market (Open-Market Program), which has no expiration date.
In August 1999, the Board of Directors authorized a stock repurchase program to reduce or eliminate dilution upon the issuance of common stock pursuant to the Company’s stock compensation plans (the Evergreen Program). In November 2005, the Board of Directors authorized the extension of the Evergreen Program to reduce or eliminate dilution in connection with issuances of common stock pursuant to the Company’s 2005 Stock Incentive Plan. The Evergreen Program has no expiration date and has no specified limit as to dollar amount and therefore is not included in column [d] below.
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 2025.
| [a] | [b] | [c] | [d] | ||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
April 1 to 30, 2025 | — | $ | — | — | $993 million | ||||||||||||||||||
May 1 to 31, 2025 | 430,025 | 133.30 | 430,025 | $993 million | |||||||||||||||||||
June 1 to 30, 2025 | 135,353 | 130.59 | 135,353 | $993 million | |||||||||||||||||||
| 565,378 | $ | 132.65 | 565,378 | ||||||||||||||||||||
(1)All of the shares purchased in May and June 2025 were acquired pursuant to the Company’s Evergreen Program.
(2)Average price paid per share in the period includes commission.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This information appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference.
ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information appears under “Quantitative and Qualitative Disclosures about Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear in Exhibit 99.1, which is incorporated herein by reference.
26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9.A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and 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 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 Executive Vice President – Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
Management’s Report on Internal Control Over Financial Reporting
Management’s report on internal control over financial reporting is set forth in Exhibit 99.1, and is incorporated herein by reference. The Company’s independent registered public accounting firm, Ernst & Young, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. See “Report of Independent Registered Public Accounting Firm,” which appears in Exhibit 99.1.
Change in Internal Control Over Financial Reporting
No change in the Company’s internal control over financial reporting occurred during the fourth fiscal quarter of the fiscal year ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company is in the process of implementing a new enterprise resource planning (ERP) system along with a suite of other digital technologies. In the first quarter of fiscal year 2025, the Company began implementation of the new ERP system. As this phased implementation occurs during fiscal years 2025 and 2026, the Company will change its processes and procedures which, in turn, could result in changes to its internal control over financial reporting. As such changes occur, the Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
ITEM 9.B. OTHER INFORMATION
Rule 10b5-1 trading plans
During the three months ended June 30, 2025, none
ITEM 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
27
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
See “Information about our Executive Officers” in Part I of this Report.
The Company has adopted a Code of Conduct that applies to its principal executive officer, principal financial officer and principal accounting officer, among others. The Code of Conduct is located on the Company’s website at TheCloroxCompany.com under Company/Leadership and Governance/Codes of Conduct or https://www.thecloroxcompany.com/company/policies-and-practices/codes-of-conduct/. The Company intends to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its Code of Conduct by posting such information on the Company’s website. The Company’s website also contains its corporate governance guidelines and the charters of its principal board committees.
Information regarding the Company’s directors and corporate governance set forth in the Proxy Statement is incorporated herein by reference.
The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Company’s board of directors or appropriate committee, if required) when engaging in transactions in the Company’s securities.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding executive and director compensation, Management Development and Compensation Committee interlocks and insider participation and the report of the Management Development and Compensation Committee of the Company’s board of directors set forth in the Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding security ownership of certain beneficial owners, management and directors and securities authorized for issuance under equity compensation plans set forth in the Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information regarding certain relationships and related transactions and director independence set forth in the Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding principal accountant fees and services set forth in the Proxy Statement is incorporated herein by reference.
28
PART IV
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, 2025, 2024 and 2023.
Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2025, 2024 and 2023.
Consolidated Balance Sheets as of June 30, 2025 and 2024.
Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2025, 2024 and 2023.
Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2025, 2024 and 2023.
Notes to Consolidated Financial Statements.
(b)Exhibits:
INDEX TO EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 3.1 | 10-K | 001-07151 | 3.1 | August 14, 2018 | ||||||||||||||||||||||||||||
| 3.2 | 8-K | 001-07151 | 3.2 | May 23, 2025 | ||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-07151 | 3.1 | July 19, 2011 | ||||||||||||||||||||||||||||
| 4.1 | S-3ASR | 333-200722 | 4.1 | December 4, 2014 | ||||||||||||||||||||||||||||
| 4.2 | S-3ASR | 333-200722 | 4.5 | December 4, 2014 | ||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-07151 | 4.1 | December 9, 2014 | ||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-07151 | 4.1 | September 28, 2017 | ||||||||||||||||||||||||||||
| 4.5 | 8-K | 001-07151 | 4.1 | May 9, 2018 | ||||||||||||||||||||||||||||
| 4.6 | 8-K | 001-07151 | 4.1 | May 8, 2020 | ||||||||||||||||||||||||||||
| 4.7 | 8-K | 001-07151 | 4.1 | May 11, 2022 | ||||||||||||||||||||||||||||
| 4.8 | 8-K | 001-07151 | 4.3 | May 11, 2022 | ||||||||||||||||||||||||||||
| 4.9 | 8-K | 001-07151 | 4.4 | May 11, 2022 | ||||||||||||||||||||||||||||
| 4.10 | 10-K | 001-07151 | 4.10 | August 14, 2019 | ||||||||||||||||||||||||||||
| 10.1* | 10-Q | 001-07151 | 10.55 | May 2, 2008 | ||||||||||||||||||||||||||||
29
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 10.2* | 10-K | 001-07151 | 10(x) | August 27, 2004 | ||||||||||||||||||||||||||||
| 10.3* | 10-K | 001-07151 | 10.3 | August 16, 2016 | ||||||||||||||||||||||||||||
| 10.4* | 10-Q | 001-07151 | 10.1 | November 1, 2023 | ||||||||||||||||||||||||||||
| 10.5* | DEF 14A | 001-07151 | App. A | October 6, 2021 | ||||||||||||||||||||||||||||
10.6* | 10-Q | 001-07151 | 10.1 | October 30, 2024 | ||||||||||||||||||||||||||||
10.7* | 10-Q | 001-07151 | 10.2 | February 1, 2024 | ||||||||||||||||||||||||||||
10.8* | 10-Q | 001-07151 | 10.2 | November 1, 2022 | ||||||||||||||||||||||||||||
10.9* | 10-Q | 001-07151 | 10.2 | October 30, 2024 | ||||||||||||||||||||||||||||
10.10* | 10-Q | 001-07151 | 10.3 | February 1, 2024 | ||||||||||||||||||||||||||||
10.11* | 10-Q | 001-07151 | 10.1 | November 1, 2022 | ||||||||||||||||||||||||||||
10.12* | 10-Q | 001-07151 | 10.3 | November 1, 2021 | ||||||||||||||||||||||||||||
10.13* | 10-Q | 001-07151 | 10.3 | October 30, 2024 | ||||||||||||||||||||||||||||
10.14* | 10-Q | 001-07151 | 10.4 | February 1, 2024 | ||||||||||||||||||||||||||||
10.15* | 10-Q | 001-07151 | 10.3 | November 1, 2022 | ||||||||||||||||||||||||||||
10.16* | 10-Q | 001-07151 | 10.5 | November 1, 2021 | ||||||||||||||||||||||||||||
10.17* | 10-Q | 001-07151 | 10.5 | February 1, 2024 | ||||||||||||||||||||||||||||
10.18* | 10-K | 001-07151 | 10.18 | August 19, 2008 | ||||||||||||||||||||||||||||
10.19* | 10-K | 001-07151 | 10.18 | August 26, 2011 | ||||||||||||||||||||||||||||
10.20* | 10-K | 001-07151 | 10.13 | August 16, 2016 | ||||||||||||||||||||||||||||
10.21* | 10-Q | 001-07151 | 10.17 | November 3, 2009 | ||||||||||||||||||||||||||||
10.22* | 10-Q | 001-07151 | 10.21 | November 3, 2011 | ||||||||||||||||||||||||||||
10.23* | 10-Q | 001-07151 | 10.2 | November 2, 2012 | ||||||||||||||||||||||||||||
30
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
10.24* | 10-Q | 001-07151 | 10.1 | May 2, 2018 | ||||||||||||||||||||||||||||
10.25* | 10-Q | 001-07151 | 10.27 | May 4, 2010 | ||||||||||||||||||||||||||||
10.26* | 8-K | 001-07151 | 10.2 | November 17, 2021 | ||||||||||||||||||||||||||||
10.27* | 8-K | 001-07151 | 10.3 | November 17, 2021 | ||||||||||||||||||||||||||||
10.28* | 10-K | 001-07151 | 10.28 | August 8, 2024 | ||||||||||||||||||||||||||||
10.29* | 10-K | 001-07151 | 10.29 | August 26, 2011 | ||||||||||||||||||||||||||||
10.30* | 10-K | 001-07151 | 10.24 | August 16, 2016 | ||||||||||||||||||||||||||||
10.31* | 10-K | 001-07151 | 10.26 | August 14, 2018 | ||||||||||||||||||||||||||||
10.32* | ||||||||||||||||||||||||||||||||
| 10.33 | 8-K | 001-07151 | 10.1 | March 28, 2022 | ||||||||||||||||||||||||||||
| 10.34 | 8-K | 001-07151 | 10.1 | March 28, 2025 | ||||||||||||||||||||||||||||
| 10.35 | 10-K/A | 001-07151 | 10.26 | September 30, 2016 | ||||||||||||||||||||||||||||
| 10.36 | 10-Q | 001-07151 | 10.2 | February 2, 2018 | ||||||||||||||||||||||||||||
| 10.37 | 10-Q | 001-07151 | 10.1 | February 2, 2018 | ||||||||||||||||||||||||||||
| 10.38 | 10-Q | 001-07151 | 10.2 | February 4, 2021 | ||||||||||||||||||||||||||||
| 19 | 10-K | 001-07151 | 19 | August 8, 2024 | ||||||||||||||||||||||||||||
| 21 | ||||||||||||||||||||||||||||||||
| 23 | ||||||||||||||||||||||||||||||||
| 31.1 | ||||||||||||||||||||||||||||||||
| 31.2 | ||||||||||||||||||||||||||||||||
31
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 32 | ||||||||||||||||||||||||||||||||
97 | 10-K | 001-07151 | 97 | August 8, 2024 | ||||||||||||||||||||||||||||
| 99.1 | ||||||||||||||||||||||||||||||||
| 99.2 | ||||||||||||||||||||||||||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||||||||||||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document. | |||||||||||||||||||||||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||||||||||||||||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||||||||||||||||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |||||||||||||||||||||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |||||||||||||||||||||||||||||||
____________________
(*) Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this report.
ITEM 16. FORM 10-K SUMMARY
None.
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE CLOROX COMPANY | ||||||||
Date: August 8, 2025 | By: | /s/ Linda Rendle | ||||||
| Linda Rendle | ||||||||
Chair and Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ G. Boswell | Director | August 8, 2025 | ||||||||||||
G. Boswell | ||||||||||||||
/s/ S. B. Bratspies | Director | August 8, 2025 | ||||||||||||
S. B. Bratspies | ||||||||||||||
/s/ P. R. Breber | Director | August 8, 2025 | ||||||||||||
P. R. Breber | ||||||||||||||
| /s/ J. Denman | Director | August 8, 2025 | ||||||||||||
| J. Denman | ||||||||||||||
| /s/ S. C. Fleischer | Director | August 8, 2025 | ||||||||||||
| S. C. Fleischer | ||||||||||||||
| /s/ E. Lee | Director | August 8, 2025 | ||||||||||||
| E. Lee | ||||||||||||||
| /s/ A. D. D. Mackay | Director | August 8, 2025 | ||||||||||||
| A. D. D. Mackay | ||||||||||||||
| /s/ S. Plaines | Director | August 8, 2025 | ||||||||||||
| S. Plaines | ||||||||||||||
| /s/ M. J. Shattock | Director | August 8, 2025 | ||||||||||||
| M. J. Shattock | ||||||||||||||
| /s/ R. J. Weiner | Director | August 8, 2025 | ||||||||||||
| R. J. Weiner | ||||||||||||||
| /s/ C. J. Williams | Director | August 8, 2025 | ||||||||||||
| C. J. Williams | ||||||||||||||
| /s/ L. Rendle | Chair and Chief Executive Officer (Principal Executive Officer) | August 8, 2025 | ||||||||||||
| L. Rendle | ||||||||||||||
/s/ L. Bellet | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | August 8, 2025 | ||||||||||||
L. Bellet | ||||||||||||||
| /s/ L. Peck | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | August 8, 2025 | ||||||||||||
| L. Peck | ||||||||||||||
33
Exhibit 10.32
THE CLOROX COMPANY EXCESS
LONG-TERM DISABILITY PLAN
(As Amended and Restated Effective as of January 1, 2005)
TABLE OF CONTENTS
Page
SECTION 2. ELIGIBILITY AND COMMENCEMENT OF PARTICIPATION 1
(a) Eligibility 1
(b) Enrollment and Commencement of Coverage 1
(c) Suspension 1
(d) Continued Participation During Leave of Absence 2
(e) Termination of Participation 2
SECTION 3. ELIGIBILITY FOR AND DURATION OF PLAN BENEFITS 2
(a) Eligibility for Payment of Benefits 2
(b) Termination of Benefits 3
SECTION 4. AMOUNT OF BENEFITS 3
(a) Amount of Benefits 3
(b) Recovery of Overpayments 3
(c) Offset for Earnings from Other Employment 4
SECTION 5. BENEFIT PAYMENTS FOR INCOMPETENT PARTICIPANTS 4
SECTION 6. ADMINISTRATION AND OPERATION OF THE PLAN 4
(a) Plan Sponsor and Plan Administrator 4
(b) Administrative Power and Responsibility 4
(c) Service in More Than One Fiduciary Capacity 5
(d) Performance of Responsibilities 5
(e) Delegation of Responsibilities 5
SECTION 7. FUNDING POLICY AND PAYMENTS TO AND FROM PLAN 5
(a) Cost of the Excess Long-Term Disability Plan Benefit 5
(b) Plan Expenses 5
(c) Claims Processing and Payment 5
SECTION 8. CLAIMS PROCEDURE 6
(a) Filing of Claims 6
(b) Denied Claims 6
(c) Notice of Denied Claims 7
SECTION 9. REVIEW PROCEDURE 7
(a) Named Fiduciary 7
(b) Right of Appeal 7
i
(c) Request for Review 7
(d) Additional Rights on Review 8
(e) Action on Request for Review 8
(f) Notice 8
(g) Plan Administrator Rules and Procedures 9
SECTION 10. AMENDMENT AND TERMINATION OF THE PLAN 9
(a) Right to Amend or Terminate 9
(b) Effect of Amendment or Termination 9
SECTION 11. GENERAL PROVISIONS 9
(a) No Assignment of Property Rights 9
(b) Exhaustion of Remedies 9
(c) Governing Law 10
(d) Employment Rights 10
(e) Accelerated Benefit Option 10
SECTION 12. DEFINITIONS 11
(a) “Active Employment” 11
(b) “Annual Incentive Compensation (AIC)” 11
(c) “Base Pay” 11
(d) “Code” 11
(e) “Domestic Partner” 11
(f) “Disability” and “Disabled” 12
(g) “Earnings” 12
(h) “Eligible Employee” 12
(i) “Elimination Period” 12
(j) “Employee” 12
(k) “Employer” 12
(l) “Excess Earnings Eligible Employee” 12
(m) “Excess Long-Term Disability Plan Benefit” 12
(n) “Leave of Absence” 13
(o) “Long-Term Disability Plan” 13
(p) “Long-Term Disability Plan Benefit” 13
(q) “Management Committee” 13
(r) “Military Service Leave” 13
ii
(s) “Participant” 13
(t) “Payroll” 13
(u) “Physician” 13
(v) “Plan” 14
(w) “Plan Administrator” 14
(x) “Pre-disability Earnings” 14
(y) “Relevant” 14
(z) “Spouse” 14
SECTION 13. EXECUTION 15
ERISA REQUIRED INFORMATION Supplement I-1
iii
THE CLOROX COMPANY EXCESS LONG-TERM
DISABILITY PLAN
DISABILITY PLAN
(As Amended and Restated Effective as of January 1, 2005)
Section 1.PURPOSE
The Clorox Company Excess Long-Term Disability Plan (“Excess Long-Term Disability Plan”) is hereby amended and restated to read as set forth herein effective January 1, 2005. The purpose of the Excess Long-Term Disability Plan is to provide long-term disability benefits in excess of those provided by The Clorox Company Long-Term Disability Plan (“Long-Term Disability Plan”) for certain Participants of the Long-Term Disability Plan. This document serves as the Plan Document and the Summary Plan Description (“SPD”) for the Excess Long-Term Disability Plan.
All benefits under the Excess Long-Term Disability Plan are paid from the Employer’s general assets. The costs of the Excess Long-Term Disability Plan are fully paid by the Employer.
The provisions of this amendment and restatement of the Excess Long-Term Disability Plan shall govern all Disabilities of Participants commencing on or after January 1, 2005.
Certain capitalized terms used in the text of the Excess Long-Term Disability Plan are defined in Section 12 in alphabetical order.
Section 2.ELIGIBILITY AND COMMENCEMENT OF PARTICIPATION
(a)Eligibility.
All fulltime U.S. Eligible Employees with Earnings over $500,000 per calendar year who are enrolled in the Long-Term Disability Plan shall be eligible to participate in this Excess Long-Term Disability Plan. Such an Eligible Employee shall be referred to as an Excess Earnings Eligible Employee.
(b)Enrollment and Commencement of Coverage.
An Excess Earnings Eligible Employee shall automatically be enrolled in the Excess Long-Term Disability Plan on the date when such Eligible Employee first qualifies as an Excess Earnings Eligible Employee; provided such Excess Earnings Eligible Employee is in Active Employment on such date, otherwise such Excess Earnings Eligible Employee shall automatically be enrolled in the Excess Long-Term Disability Plan on the date when such Excess Earnings Eligible Employee is next in Active Employment.
(c)Suspension.
Participation in the Excess Long-Term Disability Plan shall be suspended during any period for which a Participant’s participation in the Long-Term Disability Plan is suspended and shall be reinstated on the date participation in the Long-Term Disability Plan is reinstated; provided the Eligible Employee qualifies as an Excess Earnings Eligible Employee.
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(d)Continued Participation During Leave of Absence.
(i)Approved Leave of Absence. If the Participant is on an Employer approved Leave of Absence, the Participant will receive coverage under the Excess Long Term Disability Plan for six months following the date the Participant’s Leave of Absence begins.
(ii)Military Service Leave. If the Participant is on a Military Service Leave, the Participant will be covered under the Excess Long-Term Disability Plan for up to 12 weeks following the date the Participant’s Military Service Leave begins.
(e)Termination of Participation.
Participation in the Excess Long-Term Disability Plan shall terminate on the earliest of the following dates:
(i)The date the Participant ceases to be a participant in the Long-Term Disability Plan; or
(ii)The date the Participant ceases to be an Excess Earnings Eligible Employee; or
(iii)The date a Participant whose participation in the Excess Long-Term Disability Plan is suspended pursuant to Section 2(c) fails to return to work within the time limits prescribed by the Employer; or
(iv)The date a Participant whose participation in the Excess Long-Term Disability Plan is continued during a leave of absence pursuant to Section 2(d) fails to abide by any of the terms of such leave; or
(v)The date the Excess Long-Term Disability Plan is terminated.
Notwithstanding the foregoing, if a Participant is Disabled on the date Excess Long-Term Disability Plan participation is suspended or terminated as provided above, such Participant shall continue to receive Excess Long-Term Disability Plan benefits for such Disability, whether or not an employment relationship with the Employer continues, provided that the Participant’s Disability continues uninterrupted, but only until the Participant ceases to be Disabled or Excess Long-Term Disability Plan benefits for such Disability are discontinued pursuant to Section 3(b).
Section 3.ELIGIBILITY FOR AND DURATION OF PLAN BENEFITS
(a)Eligibility for Payment of Benefits.
A Participant shall be eligible to receive benefits under the Excess Long-Term Disability Plan for any month during which he or she is eligible to receive payment of Long-Term Disability Plan Benefits under the Long-Term Disability Plan. For purposes of this Section 3(a), a Participant shall not be considered ineligible to receive a benefit under the Excess Long-Term Disability Plan solely because the amount of the Participant’s Long Term Disability Plan Benefit is reduced to zero because of offsets under the Long-Term Disability Plan.
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(b)Termination of Benefits.
A Participant’s Excess Long-Term Disability Plan benefit will terminate when the Participant’s eligibility for a Long-Term Disability Plan Benefit terminates. For purposes of this Section 3(b), a Participant’s Long-Term Disability Plan Benefit will not be considered to have terminated solely because it is reduced to zero because of offsets under the Long-Term Disability Plan.
Section 4.AMOUNT OF BENEFITS
(a)Amount of Benefits.
A Participant who is Disabled and eligible for benefits under the Excess Long-Term Disability Plan shall receive a monthly benefit equal to 60% of the Participant’s Pre disability Earnings divided by twelve, reduced by $25,000 (which is the maximum amount of the monthly benefit payable under the Long Term-Disability Plan prior to offsets) less any applicable offsets under this Excess Long-Term Disability Plan.
(b)Recovery of Overpayments.
An “Overpayment” is a payment made to any Participant (or any other person on behalf of the Participant) in excess of the amount properly payable under this Plan with respect to the Participant. In the event that the calculation of a Participant’s Excess Long-Term Disability Plan benefit results in an overpayment to the Participant for any reason, the Participant shall be required to repay such overpayment to the Plan Administrator.
Upon any Overpayment, the Plan shall have a first right of reimbursement and restitution with an equitable lien by contract in such amount. Further, the holder of such Overpayment shall hold it as the Plan’s constructive trustee.
If any Participant has cause to reasonably believe that an Overpayment may have been made, the Participant shall promptly notify the Plan Administrator of the relevant facts. If the Plan Administrator determines (on the basis of any relevant facts) that an Overpayment was made to any Participant (or any other person), it shall notify the Participant in writing and the Participant shall promptly pay (or cause another person to pay) the amount of such Overpayment to the Plan Administrator.
If the Plan Administrator has made a written demand for the repayment of an Overpayment and the Participant (or other person) has not repaid (or caused to be repaid) the Overpayment within 30 days following the date on which the demand was mailed to the Participant, then any amounts subsequently payable as benefits under this Plan with respect to the Participant may be reduced by the amount of the outstanding Overpayment or the Plan Administrator may recover such Overpayment by any other appropriate method that the Plan Administrator (or the Employer) shall determine.
(c)Offset for Earnings from Other Employment.
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A Participant may be eligible to continue to receive benefits while engaging in an occupation or employment for wages or profit, including the performance of the Participant’s regular occupation on a part-time basis, for up to 12 months if the Plan Administrator finds that rehabilitation is the purpose of such occupation or employment or that such employment is in the best interest of the Participant and the Employer.
The amount of a Participant’s disability benefits under the Long-Term Disability Plan and this Excess Long-Term Disability Plan, combined, will be reduced by 50% of the gross monthly income from that occupation or employment. Under no circumstances will the total of a Participant’s benefits from the Long-Term Disability Plan and this Excess Long-Term Disability Plan and pay for rehabilitative employment for any month be greater than the Participant’s pre-Disability monthly Earnings.
Section 5.BENEFIT PAYMENTS FOR INCOMPETENT PARTICIPANTS
If the Plan Administrator determines that a Participant is incompetent to manage the Participant’s affairs, that Participant’s Excess Long-Term Disability Plan benefits shall be paid to the guardian or conservator of such Participant’s estate, or, if none has been appointed, to the Participant’s Spouse. If the Participant is not married, is separated or estranged from the Spouse or the Spouse is not competent, payments shall be made to any person or persons whom the Plan Administrator determines to have accepted competent responsibility for the care of such Participant. Any payments that are made to someone other than the Participant shall be applied solely for the care and benefit of such Participant. Any such payment shall fully discharge the Excess Long-Term Disability Plan and the Employer from all liability to pay Excess Long-Term Disability Plan benefits to the Participant to the extent of the payment.
Section 6.ADMINISTRATION AND OPERATION OF THE PLAN
(a)Plan Sponsor and Plan Administrator.
The Employer is the “plan sponsor” and the “plan administrator” of the Excess Long Term Disability Plan as such terms are used in ERISA.
(b)Administrative Power and Responsibility.
The Employer is the named fiduciary that has the discretionary authority to control and manage the administration and operation of the Excess Long-Term Disability Plan. The Employer shall have the full, exclusive and discretionary authority to prescribe such forms, make such rules, regulations, interpretations and computations, construe the terms of the Plan and determine all issues relating to coverage and eligibility for benefits and take such other action to administer the Excess Long-Term Disability Plan as it may deem appropriate in its sole discretion. The Employer’s rules, regulations, interpretations, computations and actions shall be final and binding on all persons. In administering the Excess Long-Term Disability Plan, the Employer shall at all times discharge its duties with respect to the Plan in accordance with the standards set forth in § 404(a)(l) of ERISA.
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(c)Service in More Than One Fiduciary Capacity.
Any person or group of persons may serve in more than one fiduciary capacity with respect to the Excess Long-Term Disability Plan.
(d)Performance of Responsibilities.
The Employer will carry out its duties and responsibilities under the Excess Long-Term Disability Plan through its directors and its officers and employees, acting on behalf of and in the name of the Employer in their capacities as directors, officers and employees and not as individual fiduciaries. The Employer in its sole discretion may engage other persons to render advice or to perform services with regard to its responsibilities under the Excess Long-Term Disability Plan as it shall determine to be necessary or appropriate. These persons may include (without limitation) accountants, actuaries, attorneys, consultants and claims administrators.
(e)Delegation of Responsibilities.
The Employer in its sole discretion may designate by written instrument one or more accountants, actuaries, consultants or claims administrators as fiduciaries to carry out, where appropriate, fiduciary responsibilities of the Excess Long-Term Disability Plan Administrator. To the extent that the Employer delegates fiduciary functions to other persons, such persons shall have the same discretionary power and authority to perform such functions as described in Section 6(b).
Section 7.FUNDING POLICY AND PAYMENTS TO AND FROM PLAN
(a)Cost of the Excess Long-Term Disability Plan Benefit.
The cost of the Excess Long-Term Disability Plan benefits shall be entirely paid for by the Employer, and no contributions shall be required or permitted of Participants.
(b)Plan Expenses.
The Employer shall pay all expenses of the Excess Long-Term Disability Plan.
(c)Claims Processing and Payment.
The Employer’s payments for all Excess Long-Term Disability Plan benefits shall be made out of its general assets. Any assets earmarked to make payments under the Excess Long-Term Disability Plan shall continue to belong to the Employer and no Participant shall have any property interest in any specific asset of the Employer solely because he or she participates in the Excess Long-Term Disability Plan.
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Section 8.CLAIMS PROCEDURE
(a)Filing of Claims.
The Plan Administrator shall provide the Participant with such forms as may be necessary to establish the Participant’s claim for Excess Long-Term Disability Plan benefits. All claims for benefits under the Excess Long-Term Disability Plan shall be submitted to the Plan Administrator according to such procedures as are established by the Employer. The claim shall be deemed made on the date that it is Actually Received by the Plan Administrator.
Any claim received by the Plan Administrator more than 18 months after the commencement of Disability shall not be valid and the Participant or former Participant filing such claim shall have no right to any benefits under the Excess Long-Term Disability Plan with respect to such Total Disability.
(b)Denied Claims.
In the event that any claim for a benefit under the Excess Long-Term Disability Plan is denied, in whole or in part, the Plan Administrator shall notify the claimant (or his or her duly authorized representative, if applicable) in writing of such denial within 45 days after the receipt thereof. The period for making such determination may be extended for up to an additional 30 days, for a total determination period of 75 days if, due to circumstances beyond the control of the Excess Long-Term Disability Plan, the Plan Administrator cannot reach a decision within the initial 45-day period. The Plan Administrator will notify the claimant (or his or her duly authorized representative, if applicable) of the reason for the delay prior to expiration of the initial 45-day period and give a date by which the Plan Administrator expects to render its decision. If, prior to the end of the 30-day extension period, the Plan Administrator determines that, due to circumstances beyond the control of the Excess Long-Term Disability Plan, the Plan Administrator still cannot reach a decision within the 30-day extension period, another extension of up to an additional 30 days may be requested for a total determination period of up to 105 days. The Plan Administrator will notify the claimant (or his or her duly authorized representative, if applicable) of the reason for the delay before the expiration of the first 30-day extension period and give a date by which the Plan Administrator expects to render its decision. In the case of any extension described above, the notice of extension will explain the standards on which entitlement to an Excess Long-Term Disability Plan benefit is based, the unresolved issues that prevent a decision on the claim for an Excess Long-Term Disability Plan benefit, and the additional information needed to resolve those issues. If the reason the Plan Administrator cannot make a decision on the claim is because the claimant failed to provide required information, the claimant will have at least 45 days to provide the specified additional information. A determination will be made within 30 days after the Plan Administrator receives the additional information requested or, if earlier, within 30 days after the expiration of deadline to furnish the Excess Long-Term Disability Plan with such additional information.
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(c)Notice of Denied Claims.
If the Plan Administrator denies the claim for an Excess Long-Term Disability Plan benefit, in whole or in part, the Plan Administrator will send the claimant (or his or her duly authorized representative, if applicable) a written notice explaining the reason(s) for the denial, including references to the specific Excess Long-Term Disability Plan provision(s) upon which the denial was based. If the claim was denied because the claimant did not furnish complete information or documentation, the notice will specify the additional materials or information needed to support the claim and an explanation of why such information or materials are necessary. If the claimant’s claim for an Excess Long-Term Disability Plan benefit is denied based on an internal rule, guideline, protocol, or other similar criterion, the notice will either state the specific rule, guideline, protocol, or other similar criterion; or include a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided to the claimant free of charge upon request. If the claim for a Excess Long-Term Disability Plan benefit has been denied based on a medical necessity or experimental treatment or a similar exclusion or limit, the notice will also include an explanation of the scientific or clinical judgment for the determination, applying the terms of the Excess Long-Term Disability Plan to the Participant’s medical circumstances, or include a statement that such explanation will be provided to the claimant free of charge upon request. The notice will also state that the claimant has a right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination upon review and how and when to request a review of the denied claim.
Section 9.REVIEW PROCEDURE
(a)Named Fiduciary.
The Plan Administrator is the named fiduciary that has the authority to act with respect to any appeal from a denial of benefits under the Excess Long-Term Disability Plan.
(b)Right of Appeal.
Any person whose claim for benefits is denied in whole or in part, or such person’s duly authorized representative, may appeal from such denial within 180 days after receiving written notice of the denial from the Plan Administrator. As part of the review procedure, the claimant may submit written comments, documents, records, and other information relating to the claim for benefits. In addition, the claimant will be entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information (other than legally or medically privileged documents) Relevant to such claim for benefits.
(c)Request for Review.
The request for review must be in writing and shall be addressed as provided in the summary plan description of the Excess Long-Term Disability Plan. The request for
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review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters that the claimant deems pertinent. The Plan Administrator may require the claimant to submit (at the expense of the claimant) such additional facts, documents or other material as the Plan Administrator may deem necessary or advisable in making its review. The Plan Administrator will review the claim for benefits, taking into account all comments, documents, records, and other information submitted relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
(d)Additional Rights on Review.
If the claimant appeals a denied claim, the decision on review will not afford deference to the initial adverse benefit determination. The decision on review will not be made by the same individual who denied the initial claim for benefits, or the subordinate of that individual. In deciding an appeal of an adverse benefit determination based in whole or in part on a medical judgment, including a determination with regard to whether a particular treatment, drug or other item is experimental, investigational or not medically necessary or appropriate, the Plan Administrator shall consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. The health care professional consulted shall be an individual who is neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of that individual. If requested by the claimant, the Plan Administrator will provide the identification of the medical or vocational experts whose advice was obtained on behalf of the Excess Long-Term Disability Plan in connection with the claimant’s adverse benefit determination on review, without regard to whether the advice was relied upon in making the decision on review.
(e)Action on Request for Review.
The Plan Administrator shall act on each request for review within 45 days after receipt thereof, unless special circumstances require an extension of time for review. If such an extension of time for review is required, the review period may be extended for up to an additional 45 days, for a total of 90 days. The Plan Administrator will notify the claimant of the reasons for the delay prior to the expiration of the first 45 day period and give a date by which the Plan Administrator expects to render its decision. The notice will also state the special circumstances requiring the extension.
(f)Notice.
Within the time prescribed in Section 9(e), the Plan Administrator shall give written notice of its decision to the claimant. In the event the Plan Administrator confirms the denial of the claim for benefits in whole or in part, the notice shall set forth, in a manner calculated to be understood by the claimant, the reason(s) for the denial, including references to specific Excess Long-Term Disability Plan provision(s) upon which the denial was based. The notice will state that the claimant is entitled to receive, upon
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request and free of charge, reasonable access to, and copies of, all documents, records, and other information (other than legally or medically privileged documents) Relevant to the claim for benefits. If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, the notice will state the specific rule, guideline, protocol, or other similar criterion; or include a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided to the claimant free of charge upon request. If the claim for an Excess Long Term Disability Plan benefit is denied based on a medical necessity or experimental treatment or a similar exclusion or limit, the notice will also include ·an explanation of the scientific or clinical judgment for the determination, applying the terms of the Excess Long-Term Disability Plan to the medical circumstances, or include a statement that such explanation will be provided to the claimant free of charge upon request. The notice will also state that the claimant has a right to bring a civil action under section 502(a) of ERISA.
(g)Plan Administrator Rules and Procedures.
The Plan Administrator shall establish such rules and procedures, consistent with the Excess Long-Term Disability Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 9.
Section 10.AMENDMENT AND TERMINATION OF THE PLAN
(a)Right to Amend or Terminate.
The Employer reserves the right to amend or terminate the Excess Long-Term Disability Plan at any time by action of its board of directors or by action of a committee or individual(s) acting pursuant to a valid delegation of authority of the board of directors.
(b)Effect of Amendment or Termination.
No such amendment or termination shall adversely affect claims incurred under the Excess Long-Term Disability Plan prior to the effective date of such amendment or termination.
Section 11.GENERAL PROVISIONS
(a)No Assignment of Property Rights.
The interest and property rights of any person in the Excess Long-Term Disability Plan or in any payment to be made under the Excess Long-Term Disability Plan shall not be subject to option nor be assignable either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any act in violation of this Section 11(a) shall be void.
(b)Exhaustion of Remedies.
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No legal or equitable action for benefits under the Excess Long-Term Disability Plan shall be brought unless and until the claimant:
(i)Has submitted a written claim for benefits in accordance with Section 8; and
(ii)Has been notified by the Plan Administrator that the claim is denied in whole or in part; and
(iii)Has filed a written request for a review of the claim in accordance with Section 9;
(iv)and
(v)Has been notified in writing that the Plan Administrator has affirmed the denial of the claim;
provided, however, that legal or equitable action may be brought after the Plan Administrator has failed to take any action on the claim within the time prescribed by Section 9(e).
(c)Governing Law.
The Excess Long-Term Disability Plan and all rights thereunder shall be interpreted and construed in accordance with ERISA and, to the extent that state law is not preempted by ERISA, the law of the State of California.
(d)Employment Rights.
Nothing in the Excess Long-Term Disability Plan shall be deemed to give any person any right to remain in the employ of the Employer or to affect the right of the Employer to terminate the employment of any person at any time with or without cause, which right is hereby reserved.·
(e)Accelerated Benefit Option.
The Participant may elect to receive a lump sum benefit equal to three months of the Participant’s Excess Long-Term Disability benefit amount (as described in Section 4 above) prior to the Participant’s death, if:
(i)A Physician has certified in writing that the Participant has a terminal illness or condition;
(ii)The Participant’s life expectancy has been reduced to less than twelve months; and
(iii)The Participant is receiving monthly payments under the Excess Long-Term Disability Plan.
This benefit is available to the Participant on a voluntary basis and is only payable once. If the Participant elects to receive this accelerated benefit option prior to his or her death,
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the benefit amount described in Section ll(e) will not be payable upon the Participant’s death.
Section 12.DEFINITIONS
(a)“Active Employment”
means that, on a scheduled workday, an Eligible Employee is working for the Employer for earnings that are paid· regularly and that the Eligible Employee is performing the material and substantial duties of his or her regular occupation. The Eligible Employee’s work site must be:
(i)the Employer’s usual place of business;
(ii)an alternative work site at the direction of the Employer, including the Eligible employee’s home; or
a location to which the Eligible Employee’s job requires him or her to travel. Normal vacation is considered Active Employment. Temporary, seasonal workers and interns are excluded from coverage.
(b)“Annual Incentive Compensation (AIC)”
means the average of any Annual Incentive Plan (AlP), and/or Executive Incentive Compensation (EIC), and/or Sales Added Compensation (SAC) bonuses that the Participant received during the 3-year period prior to his or her Disability start date.
(c)“Base Pay”
means the base rate of salary or wages for services rendered to the Employer and includes: any amount contributed by the Employer under a salary reduction agreement entered into pursuant to a plan maintained by the Employer and that is not includible in the gross income of the Eligible Employee under section 125 or section 401(k) of the Code.
“Base Pay” shall not include any overtime pay, bonuses, commissions, short or long term disability pay, relocation, stock compensation, Worker’s Compensation, or other forms of compensation not specifically characterized by the Employer as base salary or wages.
(d)“Code”
means the Internal Revenue Code of 1986, as amended from time to time.
(e)“Domestic Partner”
A Domestic Partner is someone of the same or opposite sex with whom an Eligible Employee shares an ongoing committed relationship provided the relationship meets all of the following requirements:
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(i)Both be over 18 years of age; and
(ii)Not be legally married to or the legal domestic partner of anyone else; and
(iii)Intend to remain each other’s sole domestic partner indefinitely; and
(iv)Live together in the same principal residence and intend to do so indefinitely; and
(v)Be emotionally committed to each other and share joint responsibilities for your common welfare and financial obligations; and
(vi)Not be related by blood closer than would prohibit marriage in the state you live in; and
(vii)Not have had a domestic partner enrolled in the Employer’s health care plans in the last six months.
(f)“Disability” and “Disabled”
shall have the meanings set forth in the Long-Term Disability Plan.
(g)“Earnings”
means Base Pay plus Annual Incentive Compensation (AIC).
(h)“Eligible Employee”
means an Employee who works more than 20 hours per week, who is on the Management Committee, with an Employer sponsored executive individual disability plan, in Active Employment in the United States with the Employer.
(i)“Elimination Period”
means the period of time described in the Long-Term Disability Plan during which a Participant must be Disabled before Long-Term Disability Plan benefits may be paid.
(j)“Employee”
means a person who is on the Payroll of the Employer and in Active Employment in the United States with the Employer.
(k)“Employer”
means The Clorox Company and its successors that properly adopt the Excess Long Term Disability Plan.
(l)“Excess Earnings Eligible Employee”
means an Eligible Employee whose has Earnings in excess of $500,000 per calendar year and who is eligible to participate in the Plan pursuant to Section 2(a).
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(m)“Excess Long-Term Disability Plan Benefit”
means the benefit provided by the Excess Long-Term Disability Plan.
(n)“Leave of Absence”
means the Participant is temporarily absent from Active Employment for a period of time that has been agreed to in advance in writing by the Employer. Notwithstanding the foregoing, neither normal vacation time nor any period of Disability is considered a leave of absence.
(o)“Long-Term Disability Plan”
means The Clorox Company Long-Term Disability Plan.
(p)“Long-Term Disability Plan Benefit”
means the benefits provided by the Long-Term Disability Plan.
(q)“Management Committee”
means the Management Committee of the Employer.
(r)“Military Service Leave”
means a leave of absence for the purpose of allowing an Eligible Employee to serve voluntarily or involuntarily as a member of the uniformed services of the United States when such military service is subject to the provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) and that is designated as a Military Service Leave by the Employer in accordance with the Leave of Absence Policy.
(s)“Participant”
means an Excess Earnings Eligible Employee who is enrolled in the Excess Long-Term Disability Plan.
(t)“Payroll”
means the system used by an entity to pay those individuals it regards as its common law employees for their services and to withhold employment taxes from the compensation it pays to such common law employees. “Payroll” does not include any system an entity uses to pay individuals whom it does not regard as its common law employees and for whom it does not actually withhold employment taxes (inlcluding, but not limited to, individuals it regards as independent contractors) for their services.
(u)“Physician”
means
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(i)a person performing tasks that are within the limits of his or her medical license; and
(ii)a person who is licensed to practice medicine and prescribe and administer drugs or to perform surgery; or
(iii)a person with a doctoral degree in Psychology (Ph.D. or Psy.D.) whose primary practice is treating patients; or
(iv)a person who is a legally qualified medical practitioner according to the laws and regulations of the governing jurisdiction.
The Plan will not recognize the Participant, the Participant’s Spouse, the Participant’s children, the Participant’s parents or the Participant’s siblings as a Physician for any claims that the Participant sends to the Plan.
(v)“Plan”
means The Clorox Company Excess Long-Term Disability Plan.
(w)“Plan Administrator”
means The Clorox Company.
(x)“Pre-disability Earnings”
means a Participant’s Earnings for services rendered to the Employer at the Participant’s Disability start date.
(y)“Relevant”
means a document, record, or other information regarding a claimant’s claim for a Excess Long-Term Disability Plan benefit if such document, record, or other information:
(i)Was relied upon in making the benefit determination; or
(ii)Was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination; or
(iii)Demonstrates compliance with the administrative processes and safeguards required pursuant to the ERISA claims regulations; or
(iv)Constitutes a statement of policy or guidance with respect to the Excess Long Term Disability Plan concerning the denied benefit without regard to whether such advice or statement was relied upon in making the benefit determination.
(z)“Spouse”
means the person to whom the Participant is legally married.
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Section 13.EXECUTION
IN WITNESS WHEREOF, The Clorox Company has caused this Amendment and Restatement of the Excess Long-Term Disability Plan to be executed this day of 2006.
THE CLOROX COMPANY
By
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Exhibit 21
| Name of Company | Jurisdiction of Incorporation | |||||||
| 6570 Donlon Group, LLC | Delaware | |||||||
| A & M Products Manufacturing Company | Delaware | |||||||
| Iodine Holdings, Inc. | Connecticut | |||||||
| Brita Canada Corporation | Nova Scotia | |||||||
| Brita Canada Holdings Corporation | Nova Scotia | |||||||
Brita GP, LLC | Delaware | |||||||
| Brita LP | Ontario | |||||||
| Brita Manufacturing Company | Delaware | |||||||
| The Brita Products Company | Delaware | |||||||
| BGP (Switzerland) S. a. r. l. | Switzerland | |||||||
| Burt’s Bees, Inc. | Delaware | |||||||
| Burt’s Bees International Holdings | Delaware | |||||||
| Burt’s Bees Licensing, LLC | Delaware | |||||||
| The Burt’s Bees Products Company | Delaware | |||||||
| Caltech Industries, Inc. | Michigan | |||||||
| CBee (Europe) Limited | United Kingdom | |||||||
CBee Lux Sarl | Luxembourg | |||||||
| Chesapeake Assurance Limited | Hawaii | |||||||
| Clorox Africa (Proprietary) Ltd. | South Africa | |||||||
| Clorox Africa Holdings (Proprietary) Ltd. | South Africa | |||||||
| Clorox Australasia Holdings, Inc. | Delaware | |||||||
| Clorox Australia Pty. Ltd. | Australia | |||||||
| Clorox Brazil Holdings LLC | Delaware | |||||||
| Clorox (Cayman Islands) Ltd. | Cayman Islands | |||||||
| Clorox Chile S.A. | Chile | |||||||
| Clorox China (Guangzhou) Ltd. | Guangzhou, P.R.C. | |||||||
| Clorox Commercial Company | Delaware | |||||||
The Clorox Company of Canada, Ltd. | Canada (Federal) | |||||||
| Clorox de Centro America, S.A. | Costa Rica | |||||||
| Clorox de Colombia S.A. | Colombia | |||||||
Clorox de Mexico, S de RL de C.V. | Mexico | |||||||
| Clorox de Panama S.A. | Panama | |||||||
| Clorox del Ecuador S.A. Ecuaclorox | Ecuador | |||||||
| Clorox Diamond Production Company | Delaware | |||||||
| Clorox Healthcare Holdings, LLC | Delaware | |||||||
| Clorox Holdings Pty. Limited | Australia | |||||||
| Clorox Hong Kong Limited | Hong Kong | |||||||
| The Clorox International Company | Delaware | |||||||
| Clorox International Holdings, LLC | Delaware | |||||||
| Clorox International Philippines, Inc. | The Philippines | |||||||
Clorox Ireland Limited | Ireland | |||||||
| Clorox Luxembourg S.a.r.l. | Luxembourg | |||||||
| Clorox (Malaysia) Sdn. Bhd. | Malaysia | |||||||
| Clorox Manufacturing Company | Delaware | |||||||
| Clorox Manufacturing Company of Puerto Rico, Inc. | Puerto Rico | |||||||
Clorox Mexico Services Company S. de R.L. de C.V. | Mexico | |||||||
| Clorox New Zealand Limited | New Zealand | |||||||
| The Clorox Outdoor Products Company | Delaware | |||||||
| Clorox Peru S.A. | Peru | |||||||
| The Clorox Pet Products Company | Texas | |||||||
| Clorox Professional Products Company | Delaware | |||||||
| The Clorox Sales Company | Delaware | |||||||
| Clorox Services Company | Delaware | |||||||
| Clorox Spain, S.L. | Spain | |||||||
| Clorox Sub-Sahara Africa Limited | Kenya | |||||||
| Clorox (Switzerland) S.a.r.l. | Switzerland | |||||||
| The Consumer Learning Center, LLC | Delaware | |||||||
| Corporacion Clorox de Venezuela, S.A. | Venezuela | |||||||
| CLX Realty Co. | Delaware | |||||||
Clorox Servicios Corporativos de Argentina S.A.U. | Argentina | |||||||
| First Brands (Bermuda) Limited | Bermuda | |||||||
| First Brands Corporation | Delaware | |||||||
| Fully Will Limited | Hong Kong | |||||||
| Gazoontite, LLC | Delaware | |||||||
| Glad Manufacturing Company | Delaware | |||||||
| The Glad Products Company | Delaware | |||||||
| The Household Cleaning Products Company of Egypt Ltd. | Egypt | |||||||
| The HV Food Products Company | Delaware | |||||||
| HV Manufacturing Company | Delaware | |||||||
| Invermark S.A. | Argentina | |||||||
| Jingles LLC | Delaware | |||||||
| Kingsford Manufacturing Company | Delaware | |||||||
| The Kingsford Products Company, LLC | Delaware | |||||||
| Lerwood Holdings Limited | British Virgin Islands | |||||||
| The Mexco Company | Delaware | |||||||
Mohamed Ali Abudawood & Partners for Industry Co. Ltd. | Kingdom of Saudi Arabia | |||||||
| National Cleaning Products Company Limited | Kingdom of Saudi Arabia | |||||||
| Paulsboro Packaging Inc. | New Jersey | |||||||
| Round Ridge Production Company | Delaware | |||||||
| Soy Vay Enterprises, Inc. | California | |||||||
| Yuhan-Clorox Co., Ltd. | Korea | |||||||
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1)Registration Statement (Form S-3 No. 333-264693) and in the related Prospectuses of The Clorox Company,
(2)Registration Statement (Form S-8 No. 033-56563) pertaining to The Clorox Company Long-term Incentive Compensation Program,
(3)Registration Statement (Form S-8 No. 033-56565) pertaining to The Clorox Company 1993 Directors’ Stock Option Plan,
(4)Registration Statement (Form S-8 No. 033-41131, including post effective amendments No. 1 and No. 2), pertaining to The Clorox Company Value Sharing Plan (formerly The Clorox Company Tax Reduction Investment Plan),
(5)Registration Statement (Form S-8 No. 333-16969), pertaining to The Clorox Company Value Sharing Plan for Puerto Rico,
(6)Registration Statement (Form S-8 No. 333-29375), pertaining to The Clorox Company 1996 Stock Incentive Plan,
(7)Registration Statement (Form S-8 No. 333-44675), pertaining to The Clorox Company Independent Directors’ Stock-based Compensation Plan,
(8)Post Effective Amendment No. (Form S-8 No. 333-69455) to the registration statement on Form S-4, pertaining to First Brands Corporation 1989 Long Term Incentive Plan, First Brands Corporation 1994 Performance Stock Option and Incentive Plan, and First Brands Corporation Non-Employee Directors Stock Option Plan,
(9)Registration Statement (Form S-8 No. 333-86783), pertaining to Savings Plan for Employees of First Brands Corporation and Participating Subsidiaries,
(10)Registration Statement (Form S-8 No. 333-90386, including the post effective amendment No. 1), pertaining to The Clorox Company 1996 Stock Incentive Plan Amended and Restated Effective as of July 19, 2001, and
(11)Registration Statements (Form S-8 Nos. 333-131487, 333-193913, and 333-213161), pertaining to The Clorox Company 2005 Stock Incentive Plan;
of our reports dated August 8, 2025, with respect to the consolidated financial statements of The Clorox Company and the effectiveness of internal control over financial reporting of The Clorox Company included in this Annual Report (Form 10-K) of The Clorox Company for the year ended June 30, 2025.
/s/ Ernst & Young LLP
San Francisco, California
August 8, 2025
Exhibit 31.1
CERTIFICATION
I, Linda Rendle, certify that:
1.I have reviewed this annual report on Form 10-K of The Clorox Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2025
| /s/ Linda Rendle | |||||
| Linda Rendle | |||||
Chair and Chief Executive Officer | |||||
Exhibit 31.2
CERTIFICATION
I, Luc Bellet, certify that:
1.I have reviewed this annual report on Form 10-K of The Clorox Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles;
c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 8, 2025
| /s/ Luc Bellet | ||
| Luc Bellet | ||
| Executive Vice President - Chief Financial Officer | ||
Exhibit 32
CERTIFICATION
In connection with the periodic report of The Clorox Company (the “Company”) on Form 10-K for the period ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), we, Linda Rendle, Chair and Chief Executive Officer of the Company, and Luc Bellet, Executive Vice President – Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to our knowledge:
(1)the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.
Date: August 8, 2025
| /s/ Linda Rendle | |||||
| Linda Rendle | |||||
Chair and Chief Executive Officer | |||||
| /s/ Luc Bellet | |||||
| Luc Bellet | |||||
| Executive Vice President – Chief Financial Officer | |||||
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Clorox Company
(Dollars in millions, except per share data)
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. In certain instances, parenthetical references are made to relevant sections of the Notes to Consolidated Financial Statements to direct the reader to a further detailed discussion. This section should be read in conjunction with the consolidated financial statements and supplementary data included in this Annual Report on Form 10-K.
The following sections are included herein:
•Executive Overview
•Results of Operations
•Financial Position and Liquidity
•Contingencies
•Quantitative and Qualitative Disclosures about Market Risk
•Recently Issued Accounting Standards
•Critical Accounting Estimates
•Summary of Non-GAAP Financial Measures
EXECUTIVE OVERVIEW
The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2025 net sales of $7,104 and about 7,600 employees worldwide as of June 30, 2025. The Company has operations in approximately 25 countries or territories and sells its products in approximately 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 bleach and cleaning and disinfecting products; Pine-Sol and Tilex cleaners; Liquid-Plumr clog removers; Poett home care products; Glad bags and wraps; Fresh Step cat litter; Kingsford grilling products; Hidden Valley dressings, dips, seasonings and sauces; Brita water-filtration products and Burt's Bees natural personal care products. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro and Clorox Healthcare brand names.
The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands. About 80% of the Company's sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.
1
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
•Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.
•Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. Products within this segment include bags and wraps under the Glad brand; cat litter primarily under the Fresh Step and Scoop Away brands; and grilling products under the Kingsford brand.
•Lifestyle consists of food, water-filtration and natural personal care products marketed and sold in the United States. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; water-filtration products under the Brita brand; and natural personal care products under the Burt’s Bees brand.
•International consists of products sold outside the United States. Products within this segment include laundry additives and home care products primarily marketed under the Clorox, Poett, Pine-Sol and Clorinda brands; bags and wraps under the Glad brand; cat litter primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.
Non-GAAP Financial Measures
This Executive Overview, the succeeding sections of MD&A and Exhibit 99.2 may include certain financial measures that are not defined by accounting principles generally accepted in the United States of America (U.S. GAAP). These measures, which are referred to as non-GAAP measures, are listed below:
•Free cash flow and free cash flow as a percentage of net sales. Free cash flow is calculated as net cash provided by operations less capital expenditures.
•Earnings before interest and income taxes (EBIT) margin (the ratio of EBIT to net sales).
•Adjusted earnings (losses) before interest and income taxes (adjusted EBIT) represents earnings (losses) excluding interest income, interest expense, income taxes and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).
•Adjusted EBIT margin (the ratio of adjusted EBIT to net sales).
•Economic profit (EP) is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company’s effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate).
•Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures.
For a discussion of these measures and the reasons management believes they are useful to investors, refer to “Summary of Non-GAAP Financial Measures” below. To the extent applicable, this MD&A and Exhibit 99.2 include reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
2
Fiscal Year 2025 Financial Highlights
A detailed discussion of strategic goals, key initiatives and results of operations is included below. Key fiscal year 2025 financial results are summarized as follows:
•The Company’s fiscal year 2025 net sales of $7,104 were essentially flat to fiscal year 2024 net sales of $7,093, primarily due to the incremental shipments related to the enterprise resource planning transition (ERP shipments) and lapping impacts from the cyberattack and retail inventory restoration, partially offset by the divestitures of the Better Health Vitamins, Minerals and Supplements (VMS) and Argentina businesses.
•Gross margin increased by 220 basis points to 45.2% in fiscal year 2025 from 43.0% in fiscal year 2024. The increase was primarily driven by cost savings, higher volume and the benefits of the divestitures of the Better Health VMS and Argentina businesses, partially offset by higher trade promotion spending, unfavorable mix and higher manufacturing and logistics costs.
•The Company reported earnings before income taxes of $1,078 in fiscal year 2025, compared to $398 in fiscal year 2024. The Company reported earnings attributable to Clorox of $810 in fiscal year 2025, compared to $280 in fiscal year 2024.
•The Company delivered diluted net earnings per share (EPS) of $6.52 in fiscal year 2025, an increase of 190%, or $4.27, from fiscal year 2024 diluted net EPS of $2.25. The increase was primarily due to the losses on the divestiture of the Argentina business in the prior year, higher volume in the current year, the pension settlement charge in the prior year and cost savings and the benefits of cyberattack insurance recoveries in the current year, partially offset by the loss relating to the divestiture of the Better Health VMS business, unfavorable mix and higher trade promotion spending all in the current year.
•EP increased by $183 to $756 in fiscal year 2025, compared to $573 in fiscal year 2024 (refer to the reconciliation of EP to earnings before income taxes in Exhibit 99.2).
•The Company’s net cash provided by operations was $981 in fiscal year 2025, compared to $695 in fiscal year 2024. Free cash flow was $761 or 10.7% of net sales in fiscal year 2025, compared to $483 or 6.8% of net sales in fiscal year 2024 (refer to the reconciliation of net cash provided by operations to free cash flow in “Financial Position and Liquidity - Investing - Free Cash Flow”).
•The Company paid $602 in cash dividends to stockholders in fiscal year 2025, compared to $595 in cash dividends paid in fiscal year 2024. In July 2025, the Company announced an increase of 2% in its dividend from the prior year.
Strategic Goals and Initiatives
The Company's IGNITE strategy — underpinned by its purpose and enduring values — accelerates innovation in key areas of the business to drive growth and deliver value for all Clorox stakeholders. IGNITE focuses on four strategic choices aimed at fueling long-term growth; innovating consumer experiences; reimagining how the company and its people work; and continuously evolving the product portfolio. The Company’s long-term financial goals reflected in IGNITE include annual net sales growth of 3% to 5% — increased from 2% to 4% in 2021 — annual adjusted EBIT margin expansion of 25 to 50 basis points and annual free cash flow as a percentage of net sales of 11% to 13%.
In September 2024, the Company completed the divestiture of its Better Health VMS business, which included the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. The transaction was in support of the Company's IGNITE strategy and the commitment to evolve its portfolio to increase focus on its core business to drive more consistent, profitable growth.
In February 2025, the Company announced that the Venture Agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business will wind down by January 31, 2026. The Company will acquire P&G’s 20% interest in the venture for cash at fair value as established by predetermined contractual valuation procedures.
3
As announced in August 2021, the Company continues to invest in transformative technologies and processes over a five-year period ending in fiscal year 2026. This investment began in fiscal year 2022, and includes replacement of the Company's enterprise resource planning system (ERP) and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. Following the successful implementation of the new ERP system in Canada in fiscal year 2025, Clorox began implementation in the U.S. in fiscal year 2026. The total incremental transformational investment is expected to be $570 to $580 million. It is expected that these implementations will generate efficiencies and transform the Company's operations in the areas of supply chain, digital commerce, innovation, brand building and more over the long term.
During the fourth quarter of fiscal year 2025, certain retailers placed orders in advance of the ERP transition in the U.S. to minimize any potential inventory impacts during the implementation phase. The incremental shipments provided a benefit to net sales, however, these impacts are expected to reverse in fiscal year 2026 as retailers draw down this inventory.
Finally, in fiscal year 2025, Clorox fully leveraged its new streamlined operating model to deliver ongoing cost savings and further enhance the Company's ability to respond more quickly to changing consumer behaviors and innovate faster.
Recent Events Affecting the Company
For the fiscal year ended June 30, 2025, the Company continues to monitor macroeconomic conditions as a result of volatility in capital markets and developments in international trade policy. These evolving challenges contributed to a highly dynamic operating environment as the Company continued its efforts to drive growth, rebuild margins and drive its transformation.
While inflationary headwinds have moderated, consumers continue to feel pressure as continued macroeconomic uncertainty impacts spending. United States trade policies continue to evolve, including new or increased tariffs on product imports from certain countries. These, and any future new or additional tariffs, as well as any associated retaliatory measures taken by other countries, may impact the macroeconomic environment, consumers, suppliers and the Company’s business. Though the Company has and will continue to take action to mitigate such impacts, the Company anticipates the operating environment will remain volatile and challenging.
The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The Company completed implementation of the new streamlined operating model in fiscal year 2024, which continues to generate annual cost savings in fiscal year 2025 and beyond. The recent divestitures of the Company’s Argentina and Better Health VMS businesses reflect its commitment to continue evolving its portfolio to reduce volatility, accelerate sales growth and structurally improve margins.
The Company has recovered from the August 2023 cyberattack which had significant impacts to its operations and results in fiscal year 2024. The Company recorded insurance recoveries of $70 in fiscal year 2025 related to the cyberattack. No additional insurance recoveries related to the cyberattack are anticipated.
The impact of continued volatility in macroeconomic conditions and geopolitical instability, including ongoing conflicts in the Middle East and Ukraine, the potential for escalation in hostilities between the U.S. and Iran, and rising tensions between China and Taiwan, actual and potential shifts in U.S. and foreign trade, economic and other policies, have increased global macroeconomic and political uncertainty regarding the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global trade and supply chain disruptions. These factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
The Company has not experienced significant disruptions in its operations during fiscal year 2025. However, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures.
For fiscal year 2026, the Company anticipates the operating environment will remain volatile and challenging as consumers may face greater pressure as continued macroeconomic uncertainty impacts spending. The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time.
For further discussion of the possible impacts of inflationary pressures and other recent events on our business, financial conditions and results of operations, see “Risk Factors” in Part I, Item 1A of this Report.
4
RESULTS OF OPERATIONS
Unless otherwise noted, MD&A compares results of operations from fiscal year 2025 (the current year) to fiscal year 2024 (the prior year), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate. Discussions of fiscal year 2023 items and year-to-year comparisons between fiscal years 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the fiscal years ended 2024 and 2023.
CONSOLIDATED RESULTS
| % Change | |||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||
| Net sales | $ | 7,104 | $ | 7,093 | — | % | |||||||||||
Year Ended June 30, 2025 | ||||||||||||||||||||||||||
| Percentage change versus the year-ago period | ||||||||||||||||||||||||||
| Reported (GAAP) Net Sales Growth / (Decrease) | Reported Volume | Acquisitions & Divestitures (1) | Foreign Exchange Impact | Price/Mix/Other (2) | Organic Sales Growth / (Decrease) (Non-GAAP) (3) | Organic Volume (4) | ||||||||||||||||||||
| Health and Wellness | 9 | % | 11 | % | — | % | — | % | (2) | % | 9 | % | 11 | % | ||||||||||||
| Household | 3 | 6 | — | — | (3) | 3 | 6 | |||||||||||||||||||
| Lifestyle | 2 | 4 | — | — | (2) | 2 | 4 | |||||||||||||||||||
International (4) | (8) | (8) | (11) | (2) | 2 | 5 | 6 | |||||||||||||||||||
Total Company (4)(5) | — | % | 1 | % | (5) | % | — | % | (1) | % | 5 | % | 7 | % | ||||||||||||
(1)The divestiture impact is calculated as net sales from the Argentina and Better Health VMS businesses after the respective sale dates in the year-ago period.
(2)This represents the net impact on net sales growth / (decrease) from pricing actions, mix, trade promotion spending, mix from acquisitions and divestitures and other factors. In the fiscal year ended June 30, 2025, the impact from divestiture mix was 3% and 1% for International and Total Company, respectively.
(3)Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures. See “Summary of Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.
(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the fiscal year ended June 30, 2025, the volume impact of divestitures was (14)% and (6)% for International and Total Company, respectively.
(5)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.
Net sales were essentially flat and volume increased by 1% in fiscal year 2025, primarily due to the incremental shipments related to the ERP transition and lapping impacts from the cyberattack and retail inventory restoration, partially offset by the divestitures of the Better Health VMS and Argentina businesses.
| % Change | |||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||
| Gross profit | $ | 3,213 | $ | 3,048 | 5 | % | |||||||||||
| Gross margin | 45.2 | % | 43.0 | % | |||||||||||||
Gross margin increased by 220 basis points in fiscal year 2025 from 43.0% to 45.2%. The increase was primarily driven by cost savings, higher volume and the benefits of the divestitures of the Better Health VMS and Argentina businesses, partially offset by higher trade promotion spending, unfavorable mix and higher manufacturing and logistics costs.
5
Expenses
| % Change | % of Net sales | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Selling and administrative expenses | $ | 1,124 | $ | 1,167 | (4) | % | 15.8% | 16.5% | |||||||||||||||||||||
| Advertising costs | 770 | 832 | (7) | 10.8 | 11.7 | ||||||||||||||||||||||||
| Research and development costs | 121 | 126 | (4) | 1.7 | 1.8 | ||||||||||||||||||||||||
Selling and administrative expenses, as a percentage of net sales, decreased by 70 basis points in fiscal year 2025. The dollar decrease in selling and administrative expenses was primarily due to productivity initiatives and the impact from divestitures both in the current year.
Advertising costs, as a percentage of net sales, decreased 90 basis points in fiscal year 2025. The Company continues to support its brands. The Company’s U.S. retail advertising spend as a percentage of net sales was 12% for fiscal year 2025 and 13% for fiscal year 2024.
Research and development costs, as a percentage of net sales, were essentially flat in the current year as compared to the prior year. The Company continues to invest behind product innovation and cost savings.
Loss on divestiture, pension settlement charge, Interest expense, Other expense (income), net and Effective tax rate on earnings
| 2025 | 2024 | ||||||||||
Loss on divestiture | $ | 118 | $ | 240 | |||||||
Pension settlement charge | — | 171 | |||||||||
| Interest expense | 88 | 90 | |||||||||
Other (income) expense, net | (86) | 24 | |||||||||
| Effective tax rate on earnings | 23.6 | % | 26.5 | % | |||||||
Loss on divestiture of $118 in fiscal year 2025 reflects the divestiture of the Better Health VMS business. The loss on divestiture of $240 in fiscal year 2024 reflected the loss on the divestiture of the Argentina business. See Notes to Consolidated Financial Statements for further information.
Pension settlement charge was $171 in fiscal year 2024 and reflected the settlement of the domestic qualified pension plan. See Notes to Consolidated Financial Statements for further information.
Other (income) expense, net was ($86) and $24 in fiscal year 2025 and fiscal year 2024, respectively. The variance was primarily due to the benefit of insurance recoveries related to the cyberattack in the current year and unfavorable exchange rates primarily related to Argentina in the prior year.
The effective tax rate on earnings was 23.6% and 26.5% in fiscal year 2025 and 2024, respectively. The lower tax rate in fiscal year 2025 compared to fiscal year 2024 was driven by the divestiture of the Argentina business in the prior year, partially offset by an international legal entity reorganization in the prior year and the divestiture of the Better Health VMS business in the current year.
Diluted net earnings per share
| % Change | |||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||
| Diluted net EPS | $ | 6.52 | $ | 2.25 | 190 | % | |||||||||||
Diluted net earnings per share (EPS) increased by $4.27, or 190%, in fiscal year 2025, primarily due to the losses on the divestiture of the Argentina business in the prior year, higher volume in the current year, the pension settlement charge in the prior year and cost savings and the benefits of cyberattack insurance recoveries in the current year, partially offset by the loss relating to the divestiture of the Better Health VMS business, unfavorable mix and higher trade promotion spending all in the current year.
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SEGMENT RESULTS
The following presents the results of the Company’s reportable segments and Corporate and Other (see Notes to Consolidated Financial Statements for further discussion of the principal measure of segment profitability used by management, segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT)):
| Net sales | |||||||||||||||||
| Fiscal year | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Health and Wellness | $ | 2,697 | $ | 2,485 | |||||||||||||
| Household | 2,001 | 1,950 | |||||||||||||||
| Lifestyle | 1,303 | 1,275 | |||||||||||||||
| International | 1,065 | 1,162 | |||||||||||||||
Reportable segment total | 7,066 | 6,872 | |||||||||||||||
| Corporate and Other | 38 | 221 | |||||||||||||||
| Total | $ | 7,104 | $ | 7,093 | |||||||||||||
Segment adjusted EBIT (1) | |||||||||||
| Fiscal year | |||||||||||
| 2025 | 2024 | ||||||||||
| Health and Wellness | $ | 840 | $ | 719 | |||||||
| Household | 325 | 260 | |||||||||
| Lifestyle | 290 | 253 | |||||||||
| International | 110 | 122 | |||||||||
Reportable segment total | 1,565 | 1,354 | |||||||||
| Corporate and Other | (249) | (309) | |||||||||
| Total | $ | 1,316 | $ | 1,045 | |||||||
| Interest income | 9 | 23 | |||||||||
| Interest expense | (88) | (90) | |||||||||
Loss on divestiture | (118) | (240) | |||||||||
Pension settlement charge | — | (171) | |||||||||
Cyberattack costs, net of insurance recoveries | 70 | (29) | |||||||||
| Restructuring and related costs | — | (32) | |||||||||
| Digital capabilities and productivity enhancements investment | (111) | (108) | |||||||||
| Earnings (losses) before income taxes | $ | 1,078 | $ | 398 | |||||||
(1)See “Summary of Non-GAAP Financial Measures” below for reconciliation of segment adjusted EBIT to earnings (losses) before income taxes, the most directly comparable GAAP financial measure.
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Health and Wellness
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||||||||||||||
| Net sales | $ | 2,697 | $ | 2,485 | 9 | % | |||||||||||||||||||||||
| Segment adjusted EBIT | 840 | 719 | 17 | ||||||||||||||||||||||||||
Fiscal year 2025 versus fiscal year 2024: Volume, net sales and segment adjusted EBIT increased by 11%, 9% and 17%, respectively, during fiscal year 2025. The volume increase was primarily due to incremental shipments related to the ERP transition and lapping impacts from the cyberattack and retail inventory restoration. The variance between volume and net sales was primarily due to unfavorable price mix and higher trade promotion spending. The increase in segment adjusted EBIT in the current year was primarily due to higher net sales.
Household
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||||||||||||||
| Net sales | $ | 2,001 | $ | 1,950 | 3 | % | |||||||||||||||||||||||
| Segment adjusted EBIT | 325 | 260 | 25 | ||||||||||||||||||||||||||
Fiscal year 2025 versus fiscal year 2024: Volume, net sales and segment adjusted EBIT increased by 6%, 3% and 25%, respectively, in fiscal year 2025. The volume increase was primarily driven by incremental shipments related to the ERP transition and lapping impacts from the cyberattack and retail inventory restoration. The variance between volume and net sales was primarily due to unfavorable mix and higher trade promotion spending. The increase in segment adjusted EBIT was mainly due to higher volume and cost savings, partially offset by unfavorable mix.
Lifestyle
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||||||||||||||
| Net sales | $ | 1,303 | $ | 1,275 | 2 | % | |||||||||||||||||||||||
| Segment adjusted EBIT | 290 | 253 | 15 | ||||||||||||||||||||||||||
Fiscal year 2025 versus fiscal year 2024: Volume, net sales and segment adjusted EBIT increased by 4%, 2% and 15%, respectively, during fiscal year 2025. The volume increase was primarily due to incremental shipments related to the ERP transition and lapping impacts from the cyberattack and retail inventory restoration. The variance between volume and net sales was mainly due to unfavorable mix and higher trade promotion spending. The increase in segment adjusted EBIT was primarily due to higher volume.
International
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||||||||||||||
| Net sales | $ | 1,065 | $ | 1,162 | (8) | % | |||||||||||||||||||||||
| Segment adjusted EBIT | 110 | 122 | (10) | ||||||||||||||||||||||||||
Fiscal year 2025 versus fiscal year 2024: Both volume and net sales decreased by 8%, and segment adjusted EBIT decreased by 10% during fiscal year 2025. The volume decrease was primarily due to the impact of the Argentina divestiture, partially offset by lapping impacts from the cyberattack and retail inventory restoration and incremental shipments related to the ERP transition. The decrease in segment adjusted EBIT was primarily due to the Argentina divestiture, partially offset by volume recovery from the cyberattack.
On March 20, 2024, the Company completed the divestiture of its Argentina business. See Notes to Consolidated Financial Statements for further information.
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Corporate and Other
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 to 2024 | |||||||||||||||||||||||||||
| Net Sales | $ | 38 | $ | 221 | (83) | % | |||||||||||||||||||||||
| Segment adjusted EBIT | (249) | (309) | 19 | % | |||||||||||||||||||||||||
Corporate and Other includes certain non-allocated administrative and other costs, various other non-operating income and expenses, as well as the results of the Better Health VMS business through the date of divestiture.
Fiscal year 2025 versus fiscal year 2024: Net sales decreased by 83% due to the divestiture of the Better Health VMS business in the first quarter of fiscal year 2025. The increase in segment adjusted EBIT was primarily due to foreign exchange losses on Corporate and Other assets related to operations in Argentina in the prior year and lower Better Health VMS operating expenses in the current year due to the divestiture.
On September 10, 2024, the Company completed the divestiture of its Better Health VMS business. See Notes to Consolidated Financial Statements for further information.
FINANCIAL POSITION AND LIQUIDITY
Management’s discussion and analysis of the Company’s financial position and liquidity describes its consolidated operating, investing and financing activities from operations.
The Company’s cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company’s foreign subsidiaries could result in additional tax costs. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company’s cash balance is held in U.S. dollars by foreign subsidiaries, whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries’ books, in their functional currency, with the impact from foreign currency exchange rate differences recorded in Other (income) expense, net.
The Company’s financial condition and liquidity remained strong as of June 30, 2025. The following table summarizes cash activities for the years ended June 30:
| 2025 | 2024 | ||||||||||
| Net cash provided by operations | $ | 981 | $ | 695 | |||||||
| Net cash used for investing activities | (94) | (175) | |||||||||
| Net cash used for financing activities | (924) | (655) | |||||||||
Operating Activities
Net cash provided by operations was $981 in fiscal year 2025, compared with $695 in fiscal year 2024. The increase was primarily driven by higher cash earnings and lower tax and incentive compensation payments in the current fiscal year, partially offset by an increase in working capital in the current fiscal year.
The increase in working capital in the current fiscal year was primarily driven by incremental billings related to the enterprise resource planning transition (incremental ERP shipments) in the fourth quarter of fiscal year 2025 and a decrease in accounts payable and accrued liabilities primarily due to the timing of payments.
The decrease in tax payments in fiscal year 2025 was primarily driven by payments made in fiscal year 2024 related to fiscal year 2023 income taxes previously deferred as a result of the relief provided by the IRS announced in January 2023 due to winter storms in California.
Payment Terms Extension and Supply Chain Financing
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. There would not be an expected material impact to the Company’s liquidity or capital resources if the financial institution or a supplier terminated the SCF arrangement. While the Company does not have direct access to information on, or influence over, which invoices a participating supplier elects to sell to the financial institution, the Company expects that the majority of these amounts have been sold to the financial institution. Refer to the Notes to Consolidated Financial Statements for details on the SCF program.
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Investing Activities
Net cash used for investing activities was $94 in fiscal year 2025, as compared to $175 in fiscal year 2024. The year-over-year decrease was mainly due to net cash proceeds from the sale of the Better Health VMS business in the current fiscal year.
Capital expenditures were $220 and $212 in fiscal years 2025 and 2024, respectively. Capital expenditures as a percentage of net sales were 3.1% and 3.0% for fiscal years 2025 and 2024, respectively.
Free cash flow
| 2025 | 2024 | ||||||||||
| Net cash provided by operations | $ | 981 | $ | 695 | |||||||
| Less: capital expenditures | (220) | (212) | |||||||||
| Free cash flow | $ | 761 | $ | 483 | |||||||
| Free cash flow as a percentage of net sales | 10.7 | % | 6.8 | % | |||||||
Financing Activities
Net cash used for financing activities was $924 in fiscal year 2025, compared with $655 in fiscal year 2024. The year-over-year increase was mainly due to higher treasury stock purchases in the current year.
Capital Resources and Liquidity
As of June 30, 2025, current liabilities exceeded current assets by $311, primarily due to the Company's Glad venture agreement terminal obligation coming due for payment in January 2026. This liability was reclassified from Other liabilities to Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. The venture agreement terminal obligation is expected to be repaid through the Company’s anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability. See Notes to Consolidated Financial Statements for further information on the Glad venture agreement.
Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to support its short- and long-term liquidity and operating needs, including its digital capabilities and productivity enhancements investment and venture agreement terminal obligation based on its anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
The Company may consider other transactions that require the issuance of additional long- and/or short-term debt or other securities to finance acquisitions, repurchase stock, refinance debt or fund other activities for general business purposes. Such transactions could require funds in excess of the Company’s current cash levels and available credit lines, and the Company’s access to or cost of such additional funds could be adversely affected by any decrease in credit ratings, which were the following as of June 30:
| 2025 | 2024 | ||||||||||||||||||||||
| Short-term | Long-term | Short-term | Long-term | ||||||||||||||||||||
| Standard and Poor’s | A-2 | BBB+ | A-2 | BBB+ | |||||||||||||||||||
| Moody’s | P-2 | Baa1 | P-2 | Baa1 | |||||||||||||||||||
Credit Arrangements
On March 25, 2025, the Company entered into a new $1,200 revolving credit agreement (the Credit Agreement) that matures in March 2030. The Credit Agreement replaced a prior $1,200 revolving credit agreement (the Prior Credit Agreement) in place since March 2022. The Company did not incur any termination fees or penalties in connection with entering the new agreement, which was considered a debt modification. There were no borrowings under either the Credit Agreement or the Prior Credit Agreement as of June 30, 2025 and June 30, 2024, respectively, and the Company believes that borrowings under the Credit Agreement are and will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in the Credit Agreement.
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The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of June 30, 2025, and anticipates being in compliance with all restrictive covenants for the foreseeable future.
As of June 30, 2025, the Company maintained $34 of foreign and other credit lines, of which $7 was outstanding and the remainder of $27 was available for borrowing.
As of June 30, 2024, the Company maintained $34 of foreign and other credit lines, of which $9 was outstanding and the remainder of $25 was available for borrowing.
Short-term Borrowings
The Company’s notes and loans payable primarily consist of U.S. commercial paper issued by the parent company and any borrowings under the Credit Agreement. These short-term borrowings have stated maturities of less than one year and provide supplemental funding for supporting operations. The level of U.S. commercial paper borrowings generally fluctuates depending upon the amount and timing of operating cash flows and payments for items such as dividends, income taxes and stock repurchases. The average balance of short-term borrowings outstanding was $105 and $168 for the fiscal years ended June 30, 2025 and 2024, respectively.
Long-term Borrowings
Long-term borrowings, consisting of senior unsecured notes and debentures, were $2,484 and $2,481 as of June 30, 2025 and 2024, respectively.
Stock Repurchases and Dividend Payments
As of June 30, 2025, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date and was authorized by the Board of Directors in May 2018, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the fiscal year ended June 30, 2025, the Company repurchased 2,260 thousand shares of common stock at a cost of $332. There were no share repurchases of common stock during the fiscal year ended June 30, 2024.
Dividends per share and total dividends paid to Clorox stockholders were as follows during the fiscal years ended June 30:
| 2025 | 2024 | ||||||||||
| Dividends per share declared | $ | 4.88 | $ | 4.80 | |||||||
| Dividends per share paid | 4.88 | 4.80 | |||||||||
| Total dividends paid | 602 | 595 | |||||||||
On July 30, 2025, the Company declared a 2% increase in the quarterly dividend, from $1.22 to $1.24 per share, payable on August 29, 2025 to common stockholders of record as of the close of business on August 13, 2025.
On July 30, 2024, the Company declared a 2% increase in the quarterly dividend, from $1.20 to $1.22 per share, payable on August 30, 2024 to common stockholders of record as of the close of business on August 14, 2024.
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Material Cash Requirements
The following table summarizes the Company’s current and long-term material cash requirements as of June 30, 2025:
| 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total | |||||||||||||||||||||||||||||||||||
| Long-term debt maturities including interest payments | $ | 90 | $ | 90 | $ | 984 | $ | 559 | $ | 537 | $ | 656 | $ | 2,916 | |||||||||||||||||||||||||||
| Notes and loans payable | 5 | 1 | 1 | 1 | 1 | — | 9 | ||||||||||||||||||||||||||||||||||
Purchase obligations (1) (4) | 178 | 110 | 72 | 53 | 54 | 13 | 480 | ||||||||||||||||||||||||||||||||||
| Operating and finance leases | 117 | 105 | 87 | 73 | 53 | 36 | 471 | ||||||||||||||||||||||||||||||||||
Payments related to nonqualified retirement income and retirement health care plans (2) | 14 | 13 | 13 | 12 | 12 | 42 | 106 | ||||||||||||||||||||||||||||||||||
Venture Agreement terminal obligation (3) | 476 | — | — | — | — | — | 476 | ||||||||||||||||||||||||||||||||||
| Total | $ | 880 | $ | 319 | $ | 1,157 | $ | 698 | $ | 657 | $ | 747 | $ | 4,458 | |||||||||||||||||||||||||||
(1)Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity has been made. Examples of the Company’s purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The raw material contracts included above are entered into during the regular course of business based on expectations of future purchases. Many of these raw material contracts are flexible to allow for changes in the Company’s business and related requirements. If such changes were to occur, the Company believes its exposure could differ from the amounts listed above. Any amounts reflected in the consolidated balance sheets as Accounts payable and accrued liabilities are excluded from the table above, as they are short-term in nature and expected to be paid within one year.
(2)These amounts represent expected payments through 2035. Based on the accounting rules for nonqualified retirement income and retirement health care plans, the liabilities reflected in the Company’s consolidated balance sheets differ from these expected future payments. Refer to the Notes to Consolidated Financial Statements for further details.
(3)The Company has a venture agreement with P&G for the Company’s Glad bags and wraps business (the Venture Agreement). As of June 30, 2025, P&G had a 20% interest in the venture. Upon termination of the agreement in January 2026, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. Refer to the Notes to Consolidated Financial Statements for further details.
(4)Includes contracted spend through fiscal year 2026 related to the digital capabilities and productivity enhancements investment, which is expected to be funded through cash generated from operations.
CONTINGENCIES
A summary of contingencies is contained in the Notes to Consolidated Financial Statements and is incorporated herein by reference.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a multinational company, the Company is exposed to the impact of changes in commodity prices, foreign currency fluctuations, interest-rate risk and other types of market risk.
In the normal course of business, where available at a reasonable cost, the Company manages its exposure to market risk using contractual agreements and a variety of derivative instruments. The Company’s objective in managing its exposure to market risk is to limit the impact of fluctuations on earnings and cash flow through the use of derivative instruments, including exchange-traded futures and options contracts and over-the-counter swaps and forward purchase contracts. Over-the-counter derivative contracts are entered into for non-trading purposes with major credit-worthy institutions, thereby decreasing the risk of credit loss.
The Company uses different methodologies, when necessary, to estimate the fair value of its derivative contracts. The estimated fair values of the majority of the Company’s contracts are based on quoted market prices, exchange-traded market prices or broker price quotations, and represent the estimated amounts that the Company would pay or receive to terminate the contracts.
See Notes to Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.
Sensitivity Analysis for Derivative Contracts
For fiscal years 2025 and 2024, the Company’s exposure to market risk was estimated using sensitivity analyses, which illustrates the change in the fair value of a derivative financial instrument assuming hypothetical changes in commodity prices, foreign exchange rates or interest rates. The results of the sensitivity analyses for commodity, foreign currency and interest rate derivative contracts are summarized below. Actual changes in commodity prices, foreign exchange rates or interest rates may
12
differ from the hypothetical changes, and any changes in the fair value of the contracts, real or hypothetical, would be partly to fully offset by an inverse change in the value of the underlying hedged items.
The changes in the fair value of derivatives are recorded as either assets or liabilities in the consolidated balance sheets with an offset to Net earnings or Other comprehensive (loss) income, depending on whether or not, for accounting purposes, the derivative is designated and qualified as an accounting hedge. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity swaps and futures contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges. During the fiscal years ended June 30, 2025 and 2024, the Company had no hedging instruments designated as fair value hedges. In the event the Company has contracts not designated as hedges for accounting purposes, the Company recognizes the changes in the fair value of these contracts in the consolidated statements of earnings.
Commodity Price Risk
The Company is exposed to changes in the price of commodities used as raw materials in the manufacturing of its products. The Company uses various strategies, where available at a reasonable cost to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities, including long-term commodity purchase contracts and commodity derivative contracts. During fiscal years 2025 and 2024, the Company had derivative contracts related to raw material exposures for soybean oil used for the food business and jet fuel used for the grilling business.
Based on a hypothetical decrease or increase of 10% in these commodity prices as of June 30, 2025 and June 30, 2024, the estimated fair value of the Company’s then-existing commodity derivative contracts would decrease or increase by $4 and $4, respectively, with the corresponding impact included in Other comprehensive (loss) income.
Foreign Currency Risk
The Company seeks to minimize the impact of certain foreign currency fluctuations by hedging transactional exposures related to inventory purchases with foreign currency forward contracts. Based on a hypothetical decrease of 10% in the value of the U.S. dollar as of June 30, 2025 and June 30, 2024, the estimated fair value of the Company’s then-existing foreign currency derivative contracts would decrease by $8 and $3, respectively, with the corresponding impact included in Other comprehensive (loss) income. Based on a hypothetical increase of 10% in the value of the U.S. dollar as of June 30, 2025 and June 30, 2024, the estimated fair value of the Company’s then-existing foreign currency derivative contracts would increase by $6 and $3, respectively.
Interest Rate Risk
The Company can be exposed to interest rate volatility with regard to short-term borrowings, using commercial paper or under the Credit Agreement, in addition to potential changes in interest rates relating to anticipated future issuances of long-term debt. Weighted average interest rates for short-term borrowings using commercial paper were 4.76% during fiscal year 2025 and 5.58% during fiscal year 2024. Assuming average commercial paper borrowing levels during fiscal years 2025 and 2024, a 100 basis point increase or decrease in interest rates would increase or decrease interest expense from short-term borrowings by approximately $1 and $2, respectively.
The Company can also be exposed to interest rate volatility with regard to anticipated future issuances of debt. The Company utilizes interest rate contracts to manage our exposure to interest rate volatility related to movements in U.S. Treasury and swap rates. As of June 30, 2025 and 2024, the Company had no outstanding interest rate contracts.
RECENTLY ISSUED ACCOUNTING STANDARDS
A summary of all recently issued accounting standards is contained in Note 1 of the Notes to Consolidated Financial Statements.
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CRITICAL ACCOUNTING ESTIMATES
The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its consolidated financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting estimates are those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. The Company’s most critical accounting estimates are related to:
•Revenue recognition;
•The valuation of goodwill and other intangible assets;
•Income taxes; and
•The Venture Agreement terminal obligation.
The Company’s critical accounting estimates have been reviewed with the Audit Committee of the Board of Directors. A summary of the Company’s significant accounting policies is contained in Note 1 of Notes to Consolidated Financial Statements.
Revenue Recognition
The Company’s revenue is primarily generated from the sale of finished products to customers. This revenue is reported net of certain variable consideration provided to customers, generally in the form of one-time and ongoing trade promotion programs. These trade promotion programs include shelf price reductions, in-store merchandising, consumer coupons and other trade-related activities. Amounts accrued for trade promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability and historical consumer redemption rates. The actual amounts remitted to customers for these activities may differ from the Company’s estimates, depending on how actual results of the programs compare to the estimates. If the Company’s trade promotion accrual estimates as of June 30, 2025 were to increase or decrease by 10%, the impact on net sales would be approximately $13.
Goodwill and Other Intangible Assets
The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.
Goodwill
For fiscal year 2025, the Company’s SBUs were organized into the reporting units used for goodwill impairment testing purposes. These reporting units, which are also the Company’s operating segments, are the level at which discrete financial information is available and reviewed by the manager of the respective operating segments. The respective operating segment managers, who have responsibility for operating decisions, allocating resources and assessing performance within their respective segments, do not review financial information for components that are below the operating segment level.
In its evaluation of goodwill impairment, the Company has the option to first assess qualitative factors such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over the carrying value from a prior period’s impairment testing, other reporting unit operating results, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. If the qualitative assessment indicates that it is more likely than not that a reporting unit is impaired, a quantitative test is performed. In the quantitative test, the Company compares the estimated fair value of each reporting unit to its carrying value. If the estimated fair value of any reporting unit is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reporting unit.
Determining the fair value of a reporting unit requires significant judgments, assumptions and estimates by management which are subject to uncertainty. The Company uses a discounted cash flow (DCF) method under the income approach for its quantitative test, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, inflation and a terminal growth
14
rate. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of the fair values and future impairment charges.
No material impairments were identified in fiscal year 2025 as a result of the Company’s impairment review performed annually during the fourth quarter or during any other quarters of fiscal year 2025.
Trademarks and Other Indefinite-Lived Intangible Assets
For trademarks and other intangible assets with indefinite lives, the Company has the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a prior period’s impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative assessment indicates that it is more likely than not that the asset is impaired, a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. The Company uses the DCF method to estimate the fair value of its trademarks and other intangible assets with indefinite lives. Trademark fair values are estimated under the relief from royalty income approach. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows, including consideration of related net sales growth rates, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. Future changes in such estimates or the use of alternative assumptions could result in significantly different estimates of the fair values.
No material impairments were identified in fiscal year 2025.
Finite-Lived Intangible Assets
Finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying value of an asset (or asset group) may not be recoverable. The Company’s impairment review requires significant judgment by management, including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and proceeds from the disposal of the assets. The Company reviews business plans for possible impairment indicators. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. The asset (or asset group) is not recoverable when the carrying value of the asset exceeds the estimated future undiscounted cash flows generated by the asset. When impairment is indicated, an impairment charge is recorded for the difference between the asset’s (or asset group’s) carrying value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a DCF method or, if available, by reference to estimated selling values of assets in similar condition. These approaches require significant judgments in determining the assumptions utilized in the DCF or the selection of comparable assets, as applicable. Future changes in such estimates or the use of alternative assumptions could result in significantly different estimates of the fair values.
No material impairments for finite-lived intangible assets were identified in fiscal year 2025.
Income Taxes
The Company’s effective tax rate is based on income by tax jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.
The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account many factors, including the specific tax jurisdiction, both historical and projected future earnings, carryback and carryforward periods and tax planning strategies. Many of the judgments made in adjusting valuation allowances involve assumptions and estimates that are highly subjective. Valuation allowances maintained by the Company primarily represent deferred tax assets arising from the Company’s currently anticipated inability to use federal and state capital losses generated by the divestitures of the Company's Argentina and Better Health VMS businesses in fiscal years 2024 and 2025, respectively (see Notes to Consolidated Financial Statements). Other valuation allowances relate to deferred tax assets for net operating losses and tax credits in certain foreign countries.
In addition to valuation allowances, the Company establishes uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards as defined by generally accepted accounting principles. These uncertain tax positions are adjusted as a result of changes in factors such as tax legislation, interpretations of laws by courts,
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rulings by tax authorities, new audit developments, changes in estimates and the expiration of the statute of limitations. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled. Many of the judgments made in adjusting uncertain tax positions involve assumptions and estimates regarding audit outcomes and the timing of audit settlements, which are often uncertain and subject to change.
Venture Agreement Terminal Obligation
The Company has a Venture Agreement with P&G for the Company’s Glad bags and wraps business. As of June 30, 2025 and June 30, 2024, P&G had a 20% interest in the venture. Upon termination of the agreement, currently set for January 2026, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. The Company’s obligation to purchase P&G’s interest is reflected in Accounts payable and accrued liabilities. The $55 decrease in the estimated fair value of P&G’s interest since June 30, 2024 was attributable to a decrease in the estimated future cash flows since the prior valuation, partially offset by a decrease in the discount rate. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. See Notes to Consolidated Financial Statements for additional information on the Venture Agreement.
The estimated fair value of P&G’s interest may increase or decrease up until any such purchase by the Company of P&G’s interest. The Company uses the DCF method under the income approach to estimate the fair value of P&G’s interest. Under this approach, the Company estimates the future cash flows and discounts these cash flows at a rate of return that reflects its risk. The cash flows used are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key assumptions and estimates used include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, discount rates, inflation and terminal growth rates. Fair value determination requires significant judgment, assumptions and market factors which are uncertain and subject to change. Changes in the judgments, assumptions and market factors used could result in significantly different estimates of fair value. For perspective, if the discount rate as of June 30, 2025 were to increase or decrease by 100 basis points, the estimated fair value of P&G’s interest would decrease by approximately $53 or increase by approximately $68, respectively. Such changes would affect the amount of future charges to Cost of products sold.
SUMMARY OF NON-GAAP FINANCIAL MEASURES
The non-GAAP financial measures that may be included in this MD&A and Exhibit 99.2 and the reasons management believes they are useful to investors are described below. These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these measures may not be the same as similarly named measures presented by other companies.
Free cash flow is calculated as net cash provided by operations less capital expenditures. The Company’s management uses this measure and Free cash flow as a percentage of net sales to help assess the cash generation ability of the business and funds available for investing activities, such as acquisitions, investing in the business to drive growth and financing activities, including debt payments, dividend payments and stock repurchases. Free cash flow does not represent cash available only for discretionary expenditures since the Company has mandatory debt service requirements and other contractual and non-discretionary expenditures. Refer to “Free cash flow” and “Free cash flow as a percentage of net sales” above for a reconciliation of these non-GAAP measures.
EBIT represents earnings before income taxes, interest income and interest expense. EBIT margin is the ratio of EBIT to net sales. The Company’s management believes these measures provide useful additional information to investors to enhance their understanding about trends in the Company’s operations and are useful for period-over-period comparisons.
Adjusted earnings (losses) before interest and income taxes (adjusted EBIT) represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability). Due to the nature, scope and magnitude of these costs, the Company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company’s operations. See below and Notes to Consolidated Financial Statements for additional information on these costs.
The Company uses this measure to assess the operating results and performance of its segments, monitor actual results as compared to plan, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes does not directly reflect the performance of each segment's underlying operations and is useful for period over period comparisons. It also allows investors to view
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underlying operating results in the same manner as they are viewed by Company management. Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.
Reconciliation of earnings (losses) before income taxes to adjusted EBIT | |||||||||||||||||
| Fiscal year | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Earnings (losses) before income taxes | $ | 1,078 | $ | 398 | |||||||||||||
| Interest income | (9) | (23) | |||||||||||||||
| Interest expense | 88 | 90 | |||||||||||||||
Loss on divestiture (1) | 118 | 240 | |||||||||||||||
Pension settlement charge (2) | — | 171 | |||||||||||||||
Cyberattack costs, net of insurance recoveries (3) | (70) | 29 | |||||||||||||||
Streamlined operating model (4) | — | 32 | |||||||||||||||
Digital capabilities and productivity enhancements investment (5) | 111 | 108 | |||||||||||||||
| Adjusted EBIT | $ | 1,316 | $ | 1,045 | |||||||||||||
(1)Represents losses related to the divestitures of the Better Health VMS and Argentina businesses in fiscal year 2025 and 2024, respectively.
(2)Represents costs related to the settlement of the domestic qualified pension plan.
(3)Represents incremental costs and insurance recoveries related to the cyberattack.
(4)Represents restructuring and related implementation costs, net for the streamlined operating model.
(5)Represents expenses related to the Company's digital capabilities and productivity enhancements investment.
Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the company's underlying operating performance, the company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by company management.
Of the total investment, approximately 75% is expected to represent incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported Earnings (losses) before income taxes for purposes of disclosing adjusted EBIT through fiscal year 2026. About 70% of these operating costs are expected to be related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.
During the fiscal years ended June 30, 2025 and 2024, the Company incurred approximately $111 and $108, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
| Fiscal year | |||||||||||
| 2025 | 2024 | ||||||||||
External consulting fees (1) | $ | 78 | $ | 80 | |||||||
IT project personnel costs (2) | 7 | 8 | |||||||||
Other (3) | 26 | 20 | |||||||||
| Total | $ | 111 | $ | 108 | |||||||
(1)Comprised of third-party consulting fees incurred to assist in the project management and end-to-end systems integration of this transformative investment. The company relies on consultants for certain capabilities required for these programs that the company does not maintain internally. These costs support the implementation of these programs incremental to the company's normal IT costs and will not be incurred following implementation.
(2)Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the company considers these costs not reflective of the ongoing costs to operate its business.
(3)Comprised of various other expenses associated with the company’s new system implementations, including company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.
Economic profit (EP) is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and
17
productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company’s effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate). EP is a key financial metric that the Company’s management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company’s management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit. Refer to Exhibit 99.2 for a reconciliation of EP to earnings before income taxes.
Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures. Management believes that the presentation of organic sales growth / (decrease) is useful to investors because it excludes sales from any acquisitions or divestitures, which results in a comparison of sales only from the businesses that the Company was operating and expects to continue to operate throughout the relevant periods, and the Company’s estimate of the impact of foreign exchange rate changes, which are difficult to predict, and out of the control of the Company and management.
The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:
Year Ended June 30, 2025 | ||||||||||||||||||||
| Percentage change versus the year-ago period | ||||||||||||||||||||
| Health and Wellness | Household | Lifestyle | International | Total Company (1) | ||||||||||||||||
| Net sales growth / (decrease) (GAAP) | 9 | % | 3 | % | 2 | % | (8) | % | — | % | ||||||||||
| Add: Foreign Exchange | — | — | — | 2 | — | |||||||||||||||
Add/(Subtract): Divestitures/Acquisitions (2) | — | — | — | 11 | 5 | |||||||||||||||
| Organic sales growth / (decrease) (non-GAAP) | 9 | % | 3 | % | 2 | % | 5 | % | 5 | % | ||||||||||
(1)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.
(2)The divestiture impact is calculated as net sales from the Argentina and Better Health VMS businesses after the respective sale dates in the year-ago period.
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CAUTIONARY STATEMENT
This Annual Report on Form 10-K (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, and Section 21E of the Securities Exchange Act of 1934, as amended, and any such forward-looking statements involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “predicts,” and variations on such words, and similar expressions that reflect the Company's current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations, are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:
•unfavorable general economic and geopolitical conditions beyond the Company's control, including inflation, supply chain disruptions, labor shortages, wage pressures, fuel and energy costs, interest rate fluctuations, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, terrorism, and unstable geopolitical conditions, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts in U.S. and foreign trade policies, including as a result of escalating trade tensions between the U.S. and its trading partners, especially China, particularly as a result of the imposition of U.S. and retaliatory tariffs;
•the impact of market and category declines, and the Company's product and geographic mix on its ability to meet sales growth targets;
•the ability of the Company to successfully execute or realize the anticipated benefits of its strategic or transformational initiatives, including the ERP transition and the related timing and volume of shipment movement related to our ERP transition;
•the impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences;
•intense competition in the Company’s markets;
•volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services;
•risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers;
•risks related to the Company’s use of and reliance on information technology systems, including potential and actual security breaches, cyberattacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or Company information, business, service or operational disruptions, or that impact the Company's financial results or financial reporting, or any resulting unfavorable outcomes, increased costs or legal proceedings;
•the ability of the Company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries;
•the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including due to regulatory uncertainty and lack of regulatory convergence among different jurisdictions;
•lower revenue, increased costs, other financial statement impacts or reputational harm resulting from government actions, compliance with regulations, or any material costs imposed by changes in regulation;
•the Company’s ability to maintain its business reputation and the reputation of its brands and products;
•dependence on key customers and risks related to customer consolidation and ordering patterns;
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•the Company’s ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as increasing labor costs and sustained labor shortages;
•changes to the Company's processes and procedures as a result of its digital capabilities and productivity enhancements that may result in changes to the Company's internal controls over financial reporting;
•risks related to the acquisition of P&G’s interest in the Glad business;
•risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls; changes in governmental policies, including trade policy and tariffs, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts and rising tensions in the Middle East and Ukraine and rising tensions between China and Taiwan; potential negative impact and liabilities from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach; widespread health emergencies; and the possibility of nationalization, expropriation of assets or other government action;
•the impact of climate change and other sustainability issues on sales, operating costs, reputation or stakeholder relationships;
•the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions and in connection with any product recalls;
•risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions;
•the accuracy of the Company’s estimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are based;
•risks related to the Company's reliance on third-party service providers, including inability to meet cost savings or efficiencies, business or systems disruptions, and other liabilities, including legal or regulatory risk;
•environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances;
•the Company’s ability to effectively utilize, assert and defend its intellectual property rights, and any infringement or claimed infringement by the Company of third-party intellectual property rights;
•the effect of the Company’s indebtedness and credit rating on its business operations and financial results and the Company’s ability to access capital markets and other funding sources, as well as the cost of capital to the Company;
•the Company’s ability to pay and declare dividends or repurchase its stock in the future; and
•the impacts of potential stockholder activism.
The Company’s forward-looking statements in this Report are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. In this Report, unless the context requires otherwise, the terms “the Company,” “Clorox,” “we,” “us,” and “our” refer to The Clorox Company and its subsidiaries.
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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework published in 2013. Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025, and concluded that it is effective.
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, 2025, as stated in their report, which is included herein.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Clorox Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Clorox Company (the Company) as of June 30, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated August 8, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Valuation of Venture Agreement Terminal Obligation | |||||
Description of the Matter | As discussed in Note 8 of the consolidated financial statements, the Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business, for which the Company is required to purchase P&G’s 20% interest in the venture for cash at fair value of the global Glad business upon termination of the agreement. At June 30, 2025, $501 million has been recognized as a venture agreement terminal obligation and represented 10% of total liabilities. Auditing the Company’s Glad venture agreement terminal obligation is complex and highly judgmental and required the involvement of a valuation specialist due to the significant judgment in estimating the fair value of the global Glad business. In particular, the fair value estimate is sensitive to significant assumptions such as changes in net sales growth rates, gross margins, and discount rates. These assumptions are sensitive to and affected by expected future market or economic conditions, industry and company-specific qualitative factors. | ||||
How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the global Glad business valuation review process, including controls over the significant assumptions described above. To test the estimated fair value of the global Glad business, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, the Company’s historical results and other guideline companies within the same industry, and we evaluated whether changes in the Company’s business and other factors, would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the global Glad business resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the terminal growth rates and discount rates. | ||||
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2003.
August 8, 2025
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Clorox Company
Opinion on Internal Control Over Financial Reporting
We have audited The Clorox Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Clorox Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2025, and the related notes and our report dated August 8, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
August 8, 2025
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CONSOLIDATED STATEMENTS OF EARNINGS
The Clorox Company
Years ended June 30
| Dollars in millions, except per share data | 2025 | 2024 | 2023 | |||||||||||||||||
| Net sales | $ | $ | $ | |||||||||||||||||
| Cost of products sold | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||
| Advertising costs | ||||||||||||||||||||
| Research and development costs | ||||||||||||||||||||
Loss on divestiture | ||||||||||||||||||||
Pension settlement charge | ||||||||||||||||||||
| Goodwill, trademark and other asset impairments | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||
| Earnings before income taxes | ||||||||||||||||||||
| Income taxes | ||||||||||||||||||||
| Net earnings | ||||||||||||||||||||
| Less: Net earnings attributable to noncontrolling interests | ||||||||||||||||||||
| Net earnings attributable to Clorox | $ | $ | $ | |||||||||||||||||
| Net earnings per share attributable to Clorox | ||||||||||||||||||||
| Basic net earnings per share | $ | $ | $ | |||||||||||||||||
| Diluted net earnings per share | $ | $ | $ | |||||||||||||||||
| Weighted average shares outstanding (in thousands) | ||||||||||||||||||||
| Basic | ||||||||||||||||||||
| Diluted | ||||||||||||||||||||
See Notes to Consolidated Financial Statements
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The Clorox Company
Years ended June 30 | ||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | 2023 | |||||||||||||||||
| Net earnings | $ | $ | $ | |||||||||||||||||
| Other comprehensive (loss) income: | ||||||||||||||||||||
| Foreign currency adjustments, net of tax | ||||||||||||||||||||
| Net unrealized gains (losses) on derivatives, net of tax | ( | ( | ( | |||||||||||||||||
| Pension and postretirement benefit adjustments, net of tax | ||||||||||||||||||||
| Total other comprehensive (loss) income, net of tax | ( | ( | ||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||
| Less: Total comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||
| Total comprehensive income attributable to Clorox | $ | $ | $ | |||||||||||||||||
See Notes to Consolidated Financial Statements
26
CONSOLIDATED BALANCE SHEETS
The Clorox Company
| As of June 30 | ||||||||||||||
| Dollars in millions, except per share data | 2025 | 2024 | ||||||||||||
ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Trademarks, net | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| Current liabilities | ||||||||||||||
| Notes and loans payable | $ | $ | ||||||||||||
| Current operating lease liabilities | ||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Long-term operating lease liabilities | ||||||||||||||
| Other liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ equity | ||||||||||||||
Preferred stock: $ | ||||||||||||||
Common stock: $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
Treasury stock, at cost: | ( | ( | ||||||||||||
| Accumulated other comprehensive net (loss) income | ( | ( | ||||||||||||
| Total Clorox stockholders’ equity | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||||
See Notes to Consolidated Financial Statements
27
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
The Clorox Company
| Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Net (Loss) Income | Noncontrolling interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions except per share data; shares in thousands) | Amount | Shares | Retained Earnings | Amount | Shares | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | $ | ( | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Clorox stockholders ($ | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other employee stock plan activities | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Clorox stockholders ($ | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other employee stock plan activities | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive (loss) income | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
Dividends to Clorox stockholders ($ | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Dividends to noncontrolling interests | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other employee stock plan activities | — | — | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock purchased | — | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | ( | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
28
CONSOLIDATED STATEMENTS OF CASH FLOWS
The Clorox Company
| Years ended June 30 | ||||||||||||||||||||
| Dollars in millions | 2025 | 2024 | 2023 | |||||||||||||||||
| Operating activities: | ||||||||||||||||||||
| Net earnings | $ | $ | $ | |||||||||||||||||
| Adjustments to reconcile net earnings to net cash provided by operations: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Deferred income taxes | ( | ( | ( | |||||||||||||||||
Loss on divestiture | ||||||||||||||||||||
Pension settlement charge | ||||||||||||||||||||
| Goodwill, trademark and other asset impairments | ||||||||||||||||||||
| Other | ( | |||||||||||||||||||
| Changes in: | ||||||||||||||||||||
| Receivables, net | ( | ( | ( | |||||||||||||||||
| Inventories, net | ||||||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | ||||||||||||||||||
| Accounts payable and accrued liabilities | ( | ( | ||||||||||||||||||
| Operating lease right-of-use assets and liabilities, net | ||||||||||||||||||||
| Income taxes payable/prepaid | ( | |||||||||||||||||||
| Net cash provided by operations | ||||||||||||||||||||
| Investing activities: | ||||||||||||||||||||
| Capital expenditures | ( | ( | ( | |||||||||||||||||
Proceeds from divestiture, net of cash divested | ||||||||||||||||||||
| Other | ( | |||||||||||||||||||
| Net cash used for investing activities | ( | ( | ( | |||||||||||||||||
| Financing activities: | ||||||||||||||||||||
| Notes and loans payable, net | ( | ( | ||||||||||||||||||
| Treasury stock purchased | ( | |||||||||||||||||||
| Cash dividends paid to Clorox stockholders | ( | ( | ( | |||||||||||||||||
| Cash dividends paid to noncontrolling interests | ( | ( | ( | |||||||||||||||||
| Issuance of common stock for employee stock plans and other | ||||||||||||||||||||
| Net cash used for financing activities | ( | ( | ( | |||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | |||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||||||||
| Cash, cash equivalents and restricted cash: | ||||||||||||||||||||
| Beginning of year | ||||||||||||||||||||
| End of year | $ | $ | $ | |||||||||||||||||
| Supplemental cash flow information: | ||||||||||||||||||||
| Interest paid | $ | $ | $ | |||||||||||||||||
| Income taxes paid, net of refunds | ||||||||||||||||||||
| Noncash financing activities: | ||||||||||||||||||||
| Cash dividends declared and accrued, but not paid | ||||||||||||||||||||
See Notes to Consolidated Financial Statements
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Clorox Company
(Dollars in millions, except per share data)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
The Company is principally engaged in the production, marketing and sale of consumer products 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. The consolidated financial statements include the statements of the Company and its wholly owned and controlled subsidiaries. All significant intercompany transactions and accounts were eliminated in consolidation. Percentage and basis point calculations are based on rounded numbers, except for per share data and the effective tax rate.
Use of Estimates
The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to reach opinions as to estimates and assumptions that affect reported amounts and related disclosures. Specific areas requiring the application of management’s estimates and judgments include, among others, assumptions pertaining to accruals for consumer and trade promotion programs, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, tax valuation allowances, the valuation of the Venture Agreement terminal obligation, stock-based compensation, retirement income plans and legal, environmental and insurance matters. Actual results could materially differ from estimates and assumptions made.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid interest-bearing accounts, time deposits held by financial institutions and money market funds with an initial maturity at purchase of 90 days or less. The fair value of cash and cash equivalents approximates the carrying amount.
As of June 30, 2025, 2024, 2023 and 2022, the Company had $3 5 1 3
Inventories
The Company values its inventories using both the First-In, First-Out (FIFO) and the Last-In, First-Out (LIFO) methods. The FIFO inventory is stated at the lower of cost or net realizable value, which includes any costs to sell or dispose. In addition, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. The LIFO inventory is stated at the lower of cost or market.
30
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, Plant and Equipment and Finite-Lived Intangible Assets
Property, plant and equipment and finite-lived intangible assets are stated at cost. Depreciation and amortization expense are primarily calculated by the straight-line method using the estimated useful lives or lives determined by reference to the related lease contract in the case of leasehold improvements. The table below provides estimated useful lives of property, plant and equipment by asset classification.
| Estimated Useful Lives | |||||
| Buildings and leasehold improvements | |||||
| Land improvements | |||||
| Machinery and equipment | |||||
| Computer equipment | |||||
| Capitalized software costs | |||||
Finite-lived intangible assets are amortized over their estimated useful lives, which range from 7 to 30 years.
Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be fully recoverable. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset (or asset group) exceeds the estimated future undiscounted cash flows generated by the asset (or asset group). When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset (or asset group) and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition.
Capitalization of Software Costs
The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants, interest and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software’s estimated useful life. Capitalized internal use software is included in Property, plant and equipment. Capitalized software as a service is included in Prepaid expenses and other current assets or Other assets and is amortized using the straight-line method over the term of the hosting arrangement which is typically no greater than 10 years.
Impairment Review of Goodwill and Indefinite-Lived Intangible Assets
The Company tests its goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets annually for impairment in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.
With respect to goodwill, the Company has the option to first assess qualitative factors, such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over carrying value from a previous period’s impairment testing, other reporting unit specific operating results, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. The Company operates through strategic business units (SBUs) that are organized into the Company's operating segments. Reporting units for goodwill impairment testing purposes were identified as the Company's individual operating segments. If the result of a qualitative assessment indicates that it is more likely than not that a reporting unit is impaired, a quantitative test is performed. In the quantitative test, the Company compares the estimated fair value of the reporting unit to its carrying value. If the estimated fair value of any reporting unit is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reporting unit.
To determine the fair value of a reporting unit as part of its quantitative test, the Company uses the discounted cash flow (DCF) method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of its future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates,
31
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
commodity prices, foreign exchange rates, inflation and a terminal growth rate. Changes in such estimates or the application of alternative assumptions could produce different results.
Leases
The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and initial direct costs incurred by the Company and excludes any lease incentives received from the lessor. The Company reviews ROU assets for impairment consistent with the approach applied for its other long-lived assets. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include an option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease and is reviewed in subsequent periods if a triggering event occurs. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Variable lease payments are the portion of lease payments that are not fixed over the lease term. Variable lease payments are expensed as incurred, and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. The Company elected to combine lease and non-lease components as a single lease component and to exclude short-term leases, defined as leases with an initial term of 12 months or less, from its consolidated balance sheet.
Restructuring Liabilities
The Company incurs restructuring costs in connection with workforce reductions; consolidation or closure of a facility; sale or termination of a line of business; and other actions. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, noncash asset charges and other direct incremental costs.
The Company records employee termination liabilities once they are both probable and estimable for severance provided under the Company’s existing severance policy. Employee termination liabilities outside of the Company’s existing severance policy are recognized at the time relevant employees are notified, unless the employees will be retained to render service beyond a minimum retention period for transition purposes, in which case the liability is recognized ratably over the future service period. Other costs associated with a restructuring plan or exit or disposal activities, such as consulting and professional fees, facility exit costs, employee relocation, outplacement costs, accelerated depreciation or asset impairments associated with a restructuring plan, are recognized in the period in which the liability is incurred or the asset is impaired.
Stock-based Compensation
The Company grants various nonqualified stock-based compensation awards to eligible employees, including stock options, restricted stock awards and performance shares.
For stock options, the Company estimates the fair value of each award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The Company estimates stock option forfeitures based on historical data for each employee grouping. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated
32
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the requisite service period, adjusted for estimated forfeitures.
For restricted stock awards, the fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. Restricted stock awardees also receive dividend equivalent shares earned during the vesting period, upon vesting. Forfeitures are estimated based on historical data. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the requisite service period, adjusted for estimated forfeitures.
The Company’s performance shares provide for the issuance of common stock to certain managerial staff and executive management if the Company achieves specified performance targets. The number of shares issued is dependent upon the achievement of specified performance targets. The performance period is three years and the payout determination is made at the end of the three-year performance period. Performance share awardees also receive dividend equivalent shares earned during the vesting period, upon vesting. The fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. The total amount of compensation expense recognized reflects estimated forfeiture rates and management’s assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals.
Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for stock-based payment arrangements (excess tax benefits) are classified as operating cash inflows.
Employee Benefits
The Company accounts for its retirement income and retirement health care plans using actuarial methods. These methods use an attribution approach that generally spreads “plan events” over the service lives or expected lifetime (for frozen plans) of plan participants. Examples of plan events are plan amendments and changes in actuarial assumptions such as the expected return on plan assets, discount rate, rate of compensation increase and certain employee-related factors, such as retirement age and mortality. The principle underlying the attribution approach is that employees render service over their employment period on a relatively “smooth” basis and, therefore, the statements of earnings effects of retirement income and retirement health care plans are recognized in the same pattern. One of the principal assumptions used in the net periodic benefit cost calculation is the expected return on plan assets. The expected return on plan assets may result in recognized expense or income that differs from the actual returns of those plan assets in any given year. Over time, however, the goal is for the expected long-term returns to approximate the actual returns and, therefore, the expectation is that the pattern of income and expense recognition should closely match the pattern of the services provided by the participants. The Company uses a market-related value method for calculating plan assets for purposes of determining the amortization of actuarial gains and losses. The differences between actual and expected returns are recognized in the net periodic benefit cost calculation over the average remaining service period or expected lifetime (for frozen plans) of the plan participants using the corridor approach. Under this approach, only actuarial gains (losses) that exceed 5 % of the greater of the projected benefit obligation or the market-related value of assets are amortized to the Company’s net periodic benefit cost. In developing its expected return on plan assets, the Company considers the long-term actual returns relative to the mix of investments that comprise its plan assets and also develops estimates of future investment returns by considering external sources.
The Company recognizes an actuarial-based obligation at the onset of disability for certain benefits provided to individuals after employment, but before retirement, that includes medical, dental, vision, life and other benefits.
Environmental Costs
The Company is involved in certain environmental remediation and ongoing compliance activities. Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and based upon a reasonable estimate of the liability. The Company’s accruals reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given the inherent uncertainties in evaluating environmental conditions. The accrual for environmental matters is included in Accounts payable and accrued liabilities and Other liabilities in the Company’s consolidated balance sheets on an undiscounted basis due to uncertainty regarding the timing of future payments.
Revenue Recognition
The Company’s revenue is primarily generated from the sale of finished product to customers. Revenue is recognized at the point in time when performance obligations under the terms of customer contracts are satisfied, which is when ownership, risks
33
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
and rewards transfer, and can be on the date of shipment or the date of receipt by the customer, depending upon the particular customer arrangement. Shipping and handling activities are accounted for as contract fulfillment costs and included within Cost of products sold. After the completion of the performance obligation, there is an unconditional right to consideration as outlined in the contract. A right is considered unconditional if nothing other than the passage of time is required before payment of that consideration is due. The Company typically collects its customer receivables within two months. All performance obligations under the terms of contracts with customers have an original duration of one year or less .
The Company has trade promotion programs, which primarily include shelf price reductions, in-store merchandising and consumer coupons. The costs of such activities, defined as variable consideration under Accounting Standards Codification 606, “Revenue from Contracts with Customers,” are netted against sales and recorded when the related sales take place. Accruals for trade promotion programs are established based on the Company’s best estimate of the amounts necessary to settle existing and future obligations for products sold as of the balance sheet date. Amounts accrued for trade promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability and historical consumer redemption rates.
Cost of Products Sold
Cost of products sold represents the costs directly related to the manufacture and distribution of the Company’s products and primarily includes raw materials, packaging, contract manufacturing fees, shipping and handling, customs and duties, warehousing, package design, depreciation, amortization, direct and indirect labor and operating costs for the Company’s manufacturing and distribution facilities, including salary, benefit costs and incentive compensation, and royalties and other charges related to the Company’s Glad Venture Agreement (See Note 8).
Selling and Administrative Expenses
Selling and administrative expenses represent costs incurred by the Company in generating revenues and managing the business and include market research, commissions and certain administrative expenses. Administrative expenses include salary, benefits, incentive compensation, professional fees and services and other operating costs (such as software and licensing costs) associated with the Company’s non-manufacturing, non-research and development operations.
Advertising and Research and Development Costs
The Company expenses advertising and research and development costs in the period incurred.
Income Taxes
The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.
Foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion and determined that none of the undistributed earnings of its foreign subsidiaries are indefinitely reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable.
The Company accounts for the tax on global intangible low-taxed income (GILTI) as a period cost.
34
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Transactions and Translation
Local currencies are the functional currencies for substantially all of the Company’s foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of Other (income) expense, net. In addition, certain assets and liabilities denominated in currencies other than a foreign subsidiary’s functional currency are reported on the subsidiary’s books in its functional currency, with the impact from exchange rate differences recorded in Other (income) expense, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expenses are translated at the respective average monthly exchange rates during the year.
Gains and losses on foreign currency translations are reported as a component of Other comprehensive (loss) income. The income tax effect of currency translation adjustments is recorded as a component of deferred taxes with an offset to Other comprehensive (loss) income where appropriate.
Effective July 1, 2018, under the requirements of U.S. GAAP, Argentina was designated as a highly inflationary economy, since it experienced cumulative inflation of approximately 100 percent or more over a three-year period. As a result, beginning July 1, 2018, the U.S. dollar replaced the Argentine peso as the functional currency of the Company’s subsidiaries in Argentina (collectively, “Clorox Argentina”). Consequently, gains and losses from non-U.S. dollar denominated monetary assets and liabilities for Clorox Argentina prior to divestment in fiscal year 2024 were recognized in Other (income) expense, net in the consolidated statements of earnings.
Derivative Instruments
The Company’s use of derivative instruments, principally exchange-traded futures and options contracts, and over-the counter swaps and forward contracts, is limited to non-trading purposes and is designed to partially manage exposure to changes in commodity prices, foreign currencies and interest rates. The Company’s contracts are hedges for transactions with notional amounts and periods consistent with the related exposures and do not constitute investments independent of these exposures.
The changes in the fair value (i.e., gains or losses) of a derivative instrument are recorded as either assets or liabilities in the consolidated balance sheets with an offset to Net earnings or Other comprehensive (loss) income depending on whether, for accounting purposes, it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. The criteria used to determine if hedge accounting treatment is appropriate are: (a) formal designation and documentation of the hedging relationship, the risk management objective and hedging strategy at hedge inception; (b) eligibility of hedged items, transactions and corresponding hedging instrument; and (c) effectiveness of the hedging relationship both at inception of the hedge and on an ongoing basis in achieving the hedging objectives. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity futures, options and swaps contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory and interest rate contracts for forecasted interest payments as cash flow hedges. During the fiscal years ended June 30, 2025, 2024 and 2023, the Company had no
For derivative instruments designated and qualifying as cash flow hedges, gains or losses are reported as a component of Other comprehensive (loss) income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. From time to time, the Company may have contracts not designated as hedges for accounting purposes, for which it recognizes changes in the fair value in the consolidated statements of earnings in the current period. Cash flows from hedging activities are classified as operating activities in the consolidated statements of cash flows.
35
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, “Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” These amendments primarily require enhanced quantitative and qualitative disclosures in the notes to the financial statements for specific expense categories underlying the expenses presented on the income statement. These amendments are to be applied prospectively to financial statements issued after the effective date or retrospectively to any or all periods presented in the financial statements. Early adoption is permitted. The standard will be effective for annual periods beginning after December 15, 2026, and subsequent interim periods. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and are effective for the annual period beginning July 1, 2024 and interim periods beginning July 1, 2025. The Company adopted the standard in the fourth quarter of fiscal year 2025 and has applied the provisions to each period presented in the consolidated financial statements.
In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the standard as of July 1, 2023, except for the rollforward information, which the Company adopted for the fiscal year ending June 30, 2025. The adoption relates to disclosures only and does not have an impact on the consolidated financial statements, results of operations, or cash flows.
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NOTE 2. DIVESTITURES
Divestiture of Better Health Vitamins, Minerals and Supplements (VMS) Business
On September 10, 2024, the Company completed the divestiture of its Better Health VMS business in its entirety to an affiliate of Piping Rock Health Products, LLC. The divested business includes the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. The transaction reflects the Company’s commitment to continue evolving its portfolio to reduce volatility and accelerate sales growth, as well as structurally improve its margin, in service of driving more consistent and profitable growth over time. The transaction was executed pursuant to a purchase agreement. As a result of the transaction, the Company recorded an after tax loss of $118 during fiscal year 2025.
The major classes of assets and liabilities of the Better Health VMS business divested as of September 10, 2024 were as follows:
Divestiture | |||||
| Working capital | $ | ||||
Property, plant and equipment, net | |||||
| Trademarks, net | |||||
| Other intangible assets, net | |||||
Other assets (1) | |||||
Other liabilities | ( | ||||
Net assets divested | $ | ||||
(1) Includes net deferred tax assets of $45
The following table presents net sales of the Better Health VMS business, which includes the financial results up to September 10, 2024, the date of sale, for fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
Net sales | $ | $ | $ | ||||||||||||||
Divestiture of Argentina Business
On March 20, 2024, the Company completed the sale of its Argentina business, which consisted of two production plants in Argentina as well as the rights to the Company’s brands in Argentina, Uruguay and Paraguay, to Apex Capital and an investment group. The transaction is in support of the Company’s IGNITE strategy and the commitment to evolve the Company’s portfolio to increase focus on its core business to drive more consistent, profitable growth.
The transaction was executed pursuant to a stock purchase agreement, which covered all the outstanding stock of the Clorox Argentina S.A. and Clorox Uruguay S.A. As a result of the transaction, the Company recorded a pre-tax loss of $240 during the third quarter of fiscal year 2024, primarily due to the one-time noncash impact of the release of the cumulative translation adjustment losses of $223 related to these entities that had previously been recorded in Accumulated other comprehensive net (loss) income.
The major classes of assets and liabilities of the Argentina business divested as of March 20, 2024 were as follows:
Divestiture | |||||
Working capital, net | $ | ||||
Property, plant and equipment, net | |||||
Goodwill (1) | |||||
Other assets | |||||
Other liabilities | ( | ||||
Net assets divested | $ | ||||
(1)Goodwill corresponding to the International reportable segment.
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NOTE 2. DIVESTITURES (Continued)
The following table presents net sales of the Argentina business, which includes the financial results up to March 20, 2024, the date of sale, for fiscal years ended June 30:
| 2024 | 2023 | ||||||||||||||||||||||
Net sales | $ | $ | |||||||||||||||||||||
The divestitures of the Company’s Better Health VMS and Argentina businesses do not meet the criteria to be reported as discontinued operations in the consolidated financial statements as the Company’s decision to divest these businesses did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.
NOTE 3. AUGUST 2023 CYBERATTACK
On Monday, August 14, 2023, the Company identified unauthorized activity on some of its Information Technology (IT) systems and immediately began taking steps to stop and remediate the activity. The Company took certain systems offline, engaged third-party cybersecurity experts and implemented its business continuity plans. However, the incident resulted in wide-scale disruptions to the Company’s business operations. The impacts of these system disruptions resulted in a negative impact on net sales and earnings. The Company experienced lessening operational impacts in the second quarter of fiscal year 2024 and has since returned to normalized operations.
The Company recorded insurance recoveries of $70 in fiscal year 2025 and incurred incremental expenses, net of insurance recoveries, of approximately $29 in fiscal year 2024 as a result of the cyberattack. The following table summarizes the recognition of (insurance recoveries) and costs in the consolidated statements of earnings and comprehensive income for the fiscal years ended June 30:
| 2025 | 2024 | |||||||||||||||||||
Costs of products sold | $ | ( | $ | |||||||||||||||||
Selling and administrative expenses | ||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||
| Total | $ | ( | $ | |||||||||||||||||
The costs incurred related primarily to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company’s business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods. No additional insurance recoveries related to the cyberattack are anticipated. Insurance recoveries are classified consistent with the expenses to which they relate. Business interruption and other insurance recoveries that do not correspond directly to previously incurred expenses are recognized in Other (income) expense, net.
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NOTE 4. RESTRUCTURING AND RELATED COSTS
Beginning in the first quarter of fiscal year 2023, the Company recognized costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The implementation of this new model was completed in fiscal year 2024 and is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster. There were no restructuring and related implementation costs associated with the streamlined operating model incurred in fiscal year 2025.
The total restructuring and related implementation costs, net associated with the Company’s streamlined operating model plan as reflected in the consolidated statements of earnings and comprehensive income for the fiscal years ended June 30 were:
| 2024 | 2023 | ||||||||||||||||
| Costs of products sold | $ | $ | ( | ||||||||||||||
| Selling and administrative expenses | |||||||||||||||||
| Research and development | ( | ||||||||||||||||
| Other (income) expense, net: | |||||||||||||||||
| Employee-related costs | |||||||||||||||||
| Asset impairments | |||||||||||||||||
| Total Other (income) expense, net: | |||||||||||||||||
| Total, net | $ | $ | |||||||||||||||
Employee-related costs primarily include severance and other termination benefits calculated based on salary levels, prior service and statutory requirements. Other costs primarily include consulting fees incurred for the organizational design and implementation of the streamlined operating model, related processes and other professional fees incurred.
The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.
The following table reconciles the accrual for the streamlined operating model restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the consolidated balance sheets as follows for the fiscal years ended June 30:
| Employee-Related Costs | Other | Total | |||||||||||||||||||||
Accrual Balance as of June 30, 2023 | $ | $ | $ | ||||||||||||||||||||
| Cash payments | ( | ( | ( | ||||||||||||||||||||
Accrual Balance as of June 30, 2024 | $ | $ | $ | ||||||||||||||||||||
Cash payments | ( | ( | ( | ||||||||||||||||||||
| Accrual Balance as of June 30, 2025 | $ | $ | $ | ||||||||||||||||||||
NOTE 5. INVENTORIES, NET
Inventories, net consisted of the following as of June 30:
| 2025 | 2024 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials and packaging | |||||||||||
| Work in process | |||||||||||
| LIFO allowances | ( | ( | |||||||||
| Total inventories, net | |||||||||||
Non-current inventories, net (1) | |||||||||||
| Total current inventories, net | $ | $ | |||||||||
39
NOTE 5. INVENTORIES, NET (Continued)
(1)Non-current inventories, net is recorded in Other assets.
The LIFO method was used to value approximately 36
NOTE 6. PROPERTY, PLANT AND EQUIPMENT, NET
| 2025 | 2024 | ||||||||||
| Land and improvements | $ | $ | |||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Capitalized software costs | |||||||||||
| Computer equipment | |||||||||||
| Construction in progress | |||||||||||
| Total | |||||||||||
| Less: Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Depreciation and amortization expense related to property, plant and equipment, net, was $
Noncash capital expenditures were $0 , $5 and $9 for fiscal years, 2025, 2024 and 2023, respectively. There were no
NOTE 7. GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by reportable segment and Corporate and Other for the fiscal years ended June 30, 2025 and 2024 were as follows:
| Goodwill | |||||||||||||||||||||||||||||||||||
Health and Wellness | Household | Lifestyle | International | Corporate and Other | Total | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Divestiture (1) | ( | ( | |||||||||||||||||||||||||||||||||
| Effect of foreign currency translation | ( | ( | |||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Effect of foreign currency translation | |||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The changes in the carrying amount of trademarks and other intangible assets for the fiscal years ended June 30, 2025 and 2024 were as follows:
| As of June 30, 2025 | As of June 30, 2024 | ||||||||||||||||||||||||||||||||||
| Gross carrying amount | Accumulated amortization / Impairments | Net carrying amount | Gross carrying amount | Accumulated amortization / Impairments | Net carrying amount | ||||||||||||||||||||||||||||||
Trademarks with indefinite lives | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||
Trademarks with finite lives (1) | |||||||||||||||||||||||||||||||||||
Other intangible assets with finite lives (1) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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NOTE 7. GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS (Continued)
Amortization expense relating to the Company’s intangible assets was $21 , $29 and $30 for the years ended June 30, 2025, 2024 and 2023, respectively. Estimated amortization expense for these intangible assets is $20 , $20 , $19 , $2 and $2 for fiscal years 2026, 2027, 2028, 2029 and 2030, respectively.
Fiscal Year 2023 Impairments
During the third quarter of fiscal year 2023, management made a decision to narrow the focus on core brands and streamline investment levels in the Better Health VMS business. As a result, revisions were made to the internal financial projections and operational plans of the Better Health VMS business reflecting the Company’s current estimates regarding the future financial performance of these operations and macroeconomic factors. The revised estimated future cash flows reflected lower sales growth expectations and lower investment levels. These revisions were considered a triggering event requiring interim impairment assessments to be performed as part of the preparation of the quarterly financial statements on the global indefinite-lived trademarks, other long-term assets and the Better Health VMS reporting unit. Based on the outcome of these assessments, pre-tax, noncash impairment charges of $445 were recorded during fiscal year 2023. During the first quarter of fiscal year 2025, the Company completed the divestiture of the Better Health VMS business which includes the relevant intangibles. See Note 2 for additional information.
No other significant impairments were identified as a result of the Company's impairment reviews during fiscal years 2025, 2024 and 2023.
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following as of June 30:
| 2025 | 2024 | ||||||||||
| Accounts payable | $ | $ | |||||||||
| Venture Agreement terminal obligation, net | — | ||||||||||
| Compensation and employee benefit costs | |||||||||||
| Trade and sales promotion costs | |||||||||||
| Dividends | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
Venture Agreement
The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business. In connection with this agreement, P&G provides research and development (R&D) support to the Glad business. As of both June 30, 2025 and 2024, P&G had a 20
The term of this agreement was to expire in January 2026, unless the parties agreed, on or prior to January 31, 2025, to further extend the term of the agreement for another seven years or agree to take some other relevant action. Since the parties jointly did not opt to further extend the term of the agreement for another seven years or agree to take some other relevant action on or before January 31, 2025, the agreement will terminate in accordance with its terms in January 2026.
Upon termination of the agreement, the Company is required to purchase P&G’s 20 476 , of which $501 was recognized and reflected in Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. As of June 30, 2024, the estimated fair value of P&G’s interest was $531 , of which $510 was recognized and reflected in Other liabilities.
The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
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NOTE 9. SUPPLY CHAIN FINANCING PROGRAM
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. The SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior to the payment terms between the Company and the supplier by selling the Company’s payables to the financial institution. Participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company’s payment obligations are not impacted by a supplier’s participation in the program and as such, the SCF program has no direct impact on the Company’s balance sheets or liquidity. The Company has not pledged any assets as security or provided guarantees under the SCF program.
All confirmed outstanding amounts related to suppliers participating in the SCF program are recorded within in the consolidated balance sheets and the associated payments are included in operating activities within the consolidated statements of cash flows. The rollforward of the Company's outstanding obligations confirmed as valid under its SCF program for the fiscal years ended June 30, are as follows:
Total | |||||
Confirmed obligation as of June 30, 2024 | $ | ||||
Confirmed invoice additions | |||||
Confirmed invoices paid | ( | ||||
Confirmed obligation as of June 30, 2025 | $ | ||||
NOTE 10. DEBT
Short-term borrowings
Notes and loans payable are borrowings that mature in less than one year, primarily consisting of U.S. commercial paper issued by the Company and borrowings under the Company's revolving credit agreements. Notes and loans payable was $4
The weighted average interest rates incurred on average outstanding notes and loans payable during each of the fiscal years ended June 30, 2025, 2024 and 2023, including fees associated with the Company’s revolving credit agreements, were 4.50 %, 4.77 % and 3.48 % respectively.
Long-term borrowings
Long-term debt, carried at face value net of unamortized discounts, premiums and debt issuance costs, included the following as of June 30:
| 2025 | 2024 | ||||||||||
| Senior unsecured notes and debentures: | |||||||||||
| $ | $ | ||||||||||
| Total | |||||||||||
| Less: Current maturities of long-term debt | |||||||||||
| Long-term debt | $ | $ | |||||||||
The weighted average interest rates incurred on average outstanding long-term debt during each of the fiscal years ended June 30, 2025, 2024 and 2023, was 3.25 3.25
42
NOTE 10. DEBT (Continued)
Long-term debt maturities as of June 30, 2025, were $0 900 in fiscal year 2028, $500 in fiscal year 2029, $500 in fiscal year 2030 and $600 thereafter.
Credit arrangements
On March 25, 2025, the Company entered into a new $1,200 revolving credit agreement (the Credit Agreement) that matures in March 2030. The Credit Agreement replaced a prior $1,200 revolving credit agreement (the Prior Credit Agreement) in place since March 2022. The Company did not incur any termination fees or penalties in connection with entering the new agreement, which was considered a debt modification. There were no
The Company’s borrowing capacity under the revolving credit agreements and other financing arrangements as of June 30 was as follows:
| 2025 | 2024 | ||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Foreign and other credit lines | |||||||||||
| Total | $ | $ | |||||||||
Of the $34 of foreign and other credit lines as of June 30, 2025, $7 was outstanding and the remainder of $27 was available for borrowing. Of the $34 of foreign and other credit lines as of June 30, 2024, $9 was outstanding and the remainder of $25 was available for borrowing.
NOTE 11. OTHER LIABILITIES
Other liabilities consisted of the following as of June 30:
| 2025 | 2024 | ||||||||||
Venture Agreement terminal obligation, net (1) | $ | — | $ | ||||||||
| Employee benefit obligations | |||||||||||
| Taxes | |||||||||||
| Environmental liabilities | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Risk Management and Derivative Instruments
The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.
Commodity Price Risk Management
The Company may use commodity futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than 2 years. Commodity purchase and option contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.
As of June 30, 2025, the notional amount of commodity derivatives was $36 , of which $22 related to soybean oil futures used for the food business and $14 related to jet fuel swaps used for the grilling business. As of June 30, 2024, the notional amount of commodity derivatives was $38 , of which $27 related to soybean oil futures and $11 related to jet fuel swaps.
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NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Foreign Currency Risk Management
The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have original contractual maturities of less than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.
The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $67 and $29 as of June 30, 2025 and 2024, respectively.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have original contractual maturities of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The Company held no
Commodity, Foreign Exchange and Interest Rate Derivatives
The Company designates its commodity forward, futures and options contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges.
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings were as follows during the fiscal years ended June 30:
| Gains (losses) recognized in Other comprehensive (loss) income | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Commodity purchase derivative contracts | $ | $ | ( | $ | ( | ||||||||||||
| Foreign exchange derivative contracts | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | ( | ||||||||||||
Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earnings | Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings | |||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Commodity purchase derivative contracts | Cost of products sold | $ | ( | $ | ( | $ | ||||||||||||||
| Foreign exchange derivative contracts | Cost of products sold | |||||||||||||||||||
| Interest rate derivative contracts | Interest expense | |||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of June 30, 2025 that is expected to be reclassified into Net earnings within the next twelve months is $14 .
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NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Counterparty Risk Management and Derivative Contract Requirements
The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions, $2 and $0 contained such terms as of June 30, 2025 and 2024, respectively. As of both June 30, 2025 and 2024, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.
Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the Company's credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both June 30, 2025 and 2024, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor’s and Moody’s.
Certain of the Company’s exchange-traded futures and options contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of June 30, 2025 and 2024, the Company maintained required cash margin balances related to exchange-traded futures and options contracts of $2 and $3 , respectively, which are classified as Prepaid expenses and other current assets on the consolidated balance sheets.
Trust Assets
The Company holds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and, therefore, trust assets are consolidated and included in Other assets in the consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the consolidated statements of earnings. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.
As of June 30, 2025, the balance of the trust assets related to the Company’s nonqualified deferred compensation plans increased by $15 as compared to June 30, 2024.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.
As of June 30, 2025 and 2024, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
45
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
All of the Company's derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company's derivative instruments:
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Balance Sheet Classification | Fair Value Hierarchy Level | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Commodity purchase futures contracts | Prepaid expenses and other current assets | 1 | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Commodity purchase swaps contracts | Prepaid expenses and other current assets | 2 | |||||||||||||||||||||||||||||||||
| Commodity purchase futures contracts | Other assets | 1 | |||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Commodity purchase futures contracts | Accounts payable and accrued liabilities | 1 | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Commodity purchase swaps contracts | Accounts payable and accrued liabilities | 2 | |||||||||||||||||||||||||||||||||
| Foreign exchange forward contracts | Accounts payable and accrued liabilities | 2 | $ | ||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The following table provides information about the balance sheet classification and the fair values of the Company's other assets and liabilities for which disclosure of fair value is required:
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Balance sheet classification | Fair value hierarchy level | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest-bearing investments, including money market funds | Cash and cash equivalents (1) | 1 | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Time deposits | Cash and cash equivalents (1) | 2 | |||||||||||||||||||||||||||||||||
| Trust assets for nonqualified deferred compensation plans | Other assets | 1 | |||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Notes and loans payable | Notes and loans payable (2) | 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Long-term debt | Long-term debt (3) | 2 | |||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
(1)Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(2)Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(3)Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
46
NOTE 13. OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $27 and $28 as of June 30, 2025 and 2024, respectively, for its share of related to these matters.
One matter, which accounted for $12 30 -year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.
Another matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and severally liable, accounted for $10 24.3 % of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.
The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies. From time to time, the Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company has provided certain indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned guarantees as of both June 30, 2025 and 2024.
The Company was a party to letters of credit of $18 0
Commitments
The Company is a party to certain purchase obligations, which are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price
47
NOTE 13. OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS (Continued)
and/or quantity must be made. Examples of the Company’s purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The Company enters into purchase obligations based on expectations of future business needs. Many of these purchase obligations are flexible to allow for changes in the Company’s business and related requirements. As of June 30, 2025, the Company’s purchase obligations by purchase date were approximately as follows:
| Year | Purchase Obligations | ||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
48
NOTE 14. LEASES
The Company leases various property, plant and equipment, including office, warehousing, manufacturing and research and development facilities and equipment. These leases have remaining lease terms of up to 32
Supplemental balance sheet information related to the Company’s leases as of June 30 was as follows:
| Balance sheet classification | 2025 | 2024 | ||||||||||||
| Operating leases | ||||||||||||||
| Right-of-use assets | Operating lease right-of-use assets | $ | $ | |||||||||||
| Current lease liabilities | Current operating lease liabilities | $ | $ | |||||||||||
| Non-current lease liabilities | Long-term operating lease liabilities | |||||||||||||
| Total operating lease liabilities | $ | $ | ||||||||||||
| Finance leases | ||||||||||||||
| Right-of-use assets | $ | $ | ||||||||||||
| Current lease liabilities | $ | $ | ||||||||||||
| Non-current lease liabilities | ||||||||||||||
| Total finance lease liabilities | $ | $ | ||||||||||||
Components of lease cost were as follows for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Operating lease cost | $ | $ | $ | |||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||
| Amortization of right-of-use assets | $ | $ | $ | |||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||||||
| Total finance lease cost | $ | $ | $ | |||||||||||||||||
| Variable lease cost | $ | $ | $ | |||||||||||||||||
| Short term lease cost | $ | $ | $ | |||||||||||||||||
Supplemental cash flow information and noncash activity related to the Company’s leases were as follows during fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases, net | $ | $ | $ | ||||||||||||||
| Operating cash flows from finance leases | |||||||||||||||||
| Financing cash flows from finance leases | |||||||||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||||||||
| Operating leases | $ | $ | $ | ||||||||||||||
| Finance leases | |||||||||||||||||
49
NOTE 14. LEASES (Continued)
Weighted-average remaining lease term and discount rate for the Company’s leases were as follows as of fiscal year ended June 30:
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term: | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Maturities of lease liabilities by fiscal year for the Company’s leases as of June 30, 2025 were as follows:
| Year | Operating leases | Finance leases | |||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | $ | $ | |||||||||
| Less: Imputed interest | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
Operating and finance lease payments presented in the table above exclude $0 and $10 , respectively, of minimum lease payments signed but not yet commenced as of June 30, 2025.
50
NOTE 15. STOCKHOLDERS' EQUITY
Dividends per share paid to Clorox stockholders during the fiscal years ended June 30 were as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Dividends per share paid | $ | $ | $ | ||||||||||||||
On July 30, 2025, a cash dividend was declared in the amount of $1.24 per share payable on August 29, 2025 to common stockholders of record as of the close of business on August 13, 2025.
Accumulated Other Comprehensive Net (Loss) Income
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the fiscal years ended June 30:
| Foreign currency translation adjustments | Net unrealized gains (losses) on derivatives | Pension and postretirement benefit adjustments | Accumulated other comprehensive net (loss) income | ||||||||||||||||||||
| Balance as of June 30, 2022 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive net (loss) income | ( | ( | |||||||||||||||||||||
| Income tax benefit (expense) | ( | ||||||||||||||||||||||
Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2023 | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ( | ||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive net (loss) income (1) (2) | ( | ||||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
Net current period other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) income before reclassifications | |||||||||||||||||||||||
| Amounts reclassified from Accumulated other comprehensive net (loss) income | ( | ( | ( | ||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | |||||||||||||||||||||
Net current period other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
| Balance as of June 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
(1)Includes the release of currency translation adjustment from the Argentina business divestiture. See Note 2 for additional details.
(2)Includes recognition of pension settlement charge reclassified into Net earnings (losses). See Note 20 for additional details
NOTE 16. NET EARNINGS PER SHARE (EPS)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Basic | |||||||||||||||||
| Dilutive effect of stock options and other | |||||||||||||||||
| Diluted | |||||||||||||||||
| Antidilutive stock options and other | |||||||||||||||||
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.
51
NOTE 17. STOCK-BASED COMPENSATION PLANS
In November 2021, the Company’s stockholders voted to approve the amended and restated 2005 Stock Incentive Plan (the Plan). The Plan permits the Company to grant various nonqualified stock-based compensation awards, including stock options, restricted stock, performance shares, deferred stock units, stock appreciation rights and other stock-based awards. The Plan as amended and restated provides that the maximum number of shares which may be issued under the Plan will be 5 million common shares that may be issued for stock-based compensation purposes. As of June 30, 2025, the Company was authorized to grant up to approximately 5 million common shares, plus additional shares equal to shares that are potentially deliverable under an award that expires or are canceled, forfeited or settled without the delivery of shares, under the Plan. As of June 30, 2025, approximately 4 million common shares remained available for grant.
Compensation cost and the related income tax benefit recognized for stock-based compensation plans were classified as indicated below for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Cost of products sold | $ | $ | $ | ||||||||||||||
| Selling and administrative expenses | |||||||||||||||||
| Research and development costs | |||||||||||||||||
| Total compensation costs | $ | $ | $ | ||||||||||||||
| Related income tax benefit | $ | $ | $ | ||||||||||||||
Cash received during fiscal years 2025, 2024 and 2023 from stock options exercised under all stock-based payment arrangements was $61 , $23 and $52 , respectively. The Company issues shares for stock-based compensation plans from treasury stock. The Company may repurchase stock under its Evergreen Program to offset the estimated impact of dilution related to stock-based awards.
Details regarding the valuation and accounting for stock options, restricted stock awards, performance shares and deferred stock units for non-employee directors follow.
Stock Options
There were no The fair value of each stock option award granted during fiscal year 2023 was estimated on the date of grant using the Black-Scholes valuation model and assumptions noted in the following table:
| 2023 | ||||||||||||||
| Expected life | ||||||||||||||
| Weighted-average expected life | ||||||||||||||
| Expected volatility | ||||||||||||||
| Weighted-average volatility | ||||||||||||||
| Risk-free interest rate | ||||||||||||||
| Weighted-average risk-free interest rate | ||||||||||||||
| Dividend yield | ||||||||||||||
| Weighted-average dividend yield | ||||||||||||||
The expected life of the stock options is based on historical exercise patterns. The expected volatility is based on implied volatility from publicly traded options on the Company’s stock at the date of grant, historical implied volatility of the Company’s publicly traded options and other factors. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.
52
NOTE 17. STOCK-BASED COMPENSATION PLANS (Continued)
Details of the Company’s stock option activities are summarized below:
| Number of Shares (In thousands) | Weighted- Average Exercise Price per Share | Average Remaining Contractual Life | Aggregate Intrinsic Value | ||||||||||||||||||||
Options outstanding as of June 30, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Canceled | ( | ||||||||||||||||||||||
Options outstanding as of June 30, 2025 | $ | $ | |||||||||||||||||||||
Options vested as of June 30, 2025 | $ | $ | |||||||||||||||||||||
The weighted-average fair value per share of each option granted during fiscal year 2023, estimated at the grant date using the Black-Scholes option pricing model, was $26.95 . The total intrinsic value of options exercised in fiscal years 2025, 2024 and 2023 was $19 , $12 and $27 , respectively.
Stock option awards outstanding as of June 30, 2025, have been granted at prices that are equal to the market value of the stock on the date of grant. Stock option grants generally vest over 4 years and expire no later than 10 years after the grant date. The Company recognizes compensation expense on a straight-line basis over the vesting period. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award. As of June 30, 2025, there was $2 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 1 year, subject to forfeiture changes.
Restricted Stock Awards
The fair value of restricted stock awards is estimated on the date of grant based on the market price of the stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which are generally 3 to 4 years. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Restricted stock awardees receive share equivalents for dividends earned during the vesting period, upon vesting.
As of June 30, 2025, there was $43 of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 2 years. The total fair value of the shares that vested in each of the fiscal years 2025, 2024 and 2023 was $42 , $28 and $22 , respectively. The weighted-average grant-date fair value of awards granted was $160.05 , $138.51 and $143.20 per share for fiscal years 2025, 2024 and 2023, respectively.
A summary of the status of the Company’s restricted stock awards is presented below:
| Number of Shares (In thousands) | Weighted-Average Grant Date Fair Value per Share | ||||||||||
Restricted stock awards as of June 30, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Restricted stock awards as of June 30, 2025 | $ | ||||||||||
Performance Shares
The fair value of performance shares is estimated on the date of grant based on the market price of the stock and is amortized to compensation expense on a straight line basis over the related vesting periods, which are generally 3 years. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award. Performance share awardees receive share equivalents for dividends earned during the vesting period, upon vesting.
53
NOTE 17. STOCK-BASED COMPENSATION PLANS (Continued)
As of June 30, 2025, there was $16 in unrecognized compensation cost related to non-vested performance shares that is expected to be recognized over a remaining weighted-average performance period of 2 years. The weighted-average grant-date fair value of awards granted was $162.85 , $140.39 and $141.90 per share for fiscal years 2025, 2024 and 2023, respectively.
A summary of the status of the Company’s performance share awards is presented below:
| Number of Shares (In thousands) | Weighted-Average Grant Date Fair Value per Share | ||||||||||
Performance share awards as of June 30, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Distributed | ( | ||||||||||
| Forfeited | ( | ||||||||||
Performance share awards as of June 30, 2025 | |||||||||||
Performance shares vested and deferred as of June 30, 2025 | $ | ||||||||||
The non-vested performance shares outstanding as of June 30, 2025 and 2024 were 464,000 and 400,000 , respectively, and the weighted average grant date fair value was $148.45 and $145.06 per share, respectively. During fiscal year 2025, 138,000 shares vested. The total fair value of shares vested was $22 , $12 and $12 during fiscal years 2025, 2024 and 2023, respectively. Upon vesting, the recipients of the grants receive the distribution as shares or, if previously elected by eligible recipients, as deferred stock. Deferred shares continue to accrue dividends, which are also deferred.
Deferred Stock Units for Nonemployee Directors
Nonemployee directors receive annual grants of deferred stock units under the Company’s director compensation program and can elect to receive all or a portion of their annual retainers and fees in the form of deferred stock units. The deferred stock units accrue dividend distributions, which are reinvested as deferred stock units, and are recognized at their fair value on the date of grant. Each deferred stock unit represents the right to receive one share of the Company’s common stock following the completion of a director’s service.
During fiscal year 2025, the Company granted 16,000 deferred stock units, reinvested dividends of 4,000 units and distributed 36,000 shares, which had a weighted-average fair value on the grant date of $156.92 , $150.96 and $118.23 per share, respectively. As of June 30, 2025, 111,000 units were outstanding, which had a weighted-average fair value on the grant date of $150.10 per share.
NOTE 18. OTHER (INCOME) EXPENSE, NET
The major components of Other (income) expense, net, for the fiscal years ended June 30 were:
| 2025 | 2024 | 2023 | |||||||||||||||
| Amortization of trademarks and other intangible assets | $ | $ | $ | ||||||||||||||
| Trust investment (gains) losses, net | ( | ( | ( | ||||||||||||||
Net periodic benefit cost | |||||||||||||||||
Foreign exchange transaction (gains) losses, net (1) | |||||||||||||||||
| Income from equity investees | ( | ( | ( | ||||||||||||||
| Interest income | ( | ( | ( | ||||||||||||||
Restructuring costs (2) | |||||||||||||||||
| Gain on sale-leaseback transaction | ( | ||||||||||||||||
Cyberattack insurance recoveries (3) | ( | ||||||||||||||||
| Other | ( | ||||||||||||||||
| Total | $ | ( | $ | $ | |||||||||||||
(1)Foreign exchange losses were primarily related to the Company’s operations in Argentina, prior to the divestiture.
(2)Restructuring costs related to the Company's streamlined operating model (see Note 4).
(3)Insurance recoveries related to the August 2023 cyberattack (see Note 3).
54
NOTE 19. INCOME TAXES
The provision for income taxes, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Current | |||||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| Foreign | |||||||||||||||||
| Total current | $ | $ | $ | ||||||||||||||
| Deferred | |||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | |||||||||||
| State | ( | ( | ( | ||||||||||||||
| Foreign | ( | ||||||||||||||||
| Total deferred | ( | ( | ( | ||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Income taxes paid, net of refunds, were $264 , $347 , and $73 for the fiscal year ended June 30, 2025, 2024, and 2023, respectively. The higher tax payments in fiscal year 2024 and lower tax payments in fiscal year 2023 were primarily driven by payments of fiscal year 2023 income taxes in fiscal year 2024 that were previously deferred as a result of the relief provided by the IRS announced in January 2023 due to winter storms in California.
The components of Earnings before income taxes, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Foreign | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate on operations follows for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Statutory federal tax rate | % | % | % | ||||||||||||||
| State taxes (net of federal tax benefits) | |||||||||||||||||
| Foreign tax rate differential | |||||||||||||||||
| Federal excess tax benefits | ( | ( | ( | ||||||||||||||
| Net U.S. tax on foreign income | ( | ( | ( | ||||||||||||||
Loss on divestiture | |||||||||||||||||
International legal entity reorganization | ( | ( | |||||||||||||||
| VMS goodwill impairment | |||||||||||||||||
| Federal research and development credits | ( | ( | ( | ||||||||||||||
| Other differences | ( | ( | ( | ||||||||||||||
| Effective tax rate | % | % | % | ||||||||||||||
The One Big Beautiful Bill Act, was enacted in the United States on July 4, 2025. This legislation includes provisions that allow accelerated tax deductions for acquisitions of qualified property and for research expenses. It also modifies the U.S. taxation of certain earnings associated with international business. The Company is in the process of evaluating the impact of this legislation on its consolidated financial statements.
The Inflation Reduction Act was signed into law on August 16, 2022. This legislation introduced a new 15% corporate minimum tax for certain large corporations, effective at the beginning of the Company’s fiscal 2024 and it enacted a 1% excise tax on the value of share repurchases, net of new share issuances, after December 31, 2022. These provisions, as well as other corporate tax changes included in the legislation, have not had a material impact on the Company's consolidated financial statements and are not expected to have a material impact on the Company’s financial statements in the foreseeable future.
55
NOTE 19. INCOME TAXES (Continued)
Foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion. No ne of the undistributed earnings of its foreign subsidiaries were indefinitely reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable. These withholding taxes had no significant impact on the Company’s consolidated results.
The components of net deferred tax assets (liabilities) as of June 30 are shown below:
| 2025 | 2024 | ||||||||||
| Deferred tax assets | |||||||||||
| Compensation and benefit programs | $ | $ | |||||||||
Loss and tax credit carryforwards | |||||||||||
| Operating and finance lease liabilities | |||||||||||
| Accruals and reserves | |||||||||||
| Capitalized research and development | |||||||||||
| Inventory costs | |||||||||||
| Other | |||||||||||
| Subtotal | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Total deferred tax assets | $ | $ | |||||||||
| Deferred tax liabilities | |||||||||||
Property, plant and equipment and intangible assets | $ | ( | $ | ( | |||||||
| Lease right-of-use assets | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Total deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax assets (liabilities) | $ | $ | |||||||||
| The net deferred tax assets and liabilities included in the consolidated balance sheet at June 30 were as follows: | |||||||||||
| 2025 | 2024 | ||||||||||
Net deferred tax assets (1) | $ | $ | |||||||||
| Net deferred tax liabilities | ( | ( | |||||||||
| Net deferred tax assets (liabilities) | $ | $ | |||||||||
(1)Net deferred tax assets are recorded in Other assets.
The Company reviews its deferred tax assets for recoverability on a quarterly basis. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Valuation allowances have been provided to reduce deferred tax assets to amounts considered recoverable.
Changes in the valuation allowance on deferred tax assets were as follows for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Valuation allowance at beginning of year | $ | ( | $ | ( | $ | ( | |||||||||||
Net decrease/(increase) for U.S. capital loss carryforwards | ( | ( | |||||||||||||||
| Net decrease/(increase) for other foreign deferred tax assets | ( | ( | |||||||||||||||
| Net decrease/(increase) for foreign and U.S. net operating loss carryforwards and tax credits | ( | ( | |||||||||||||||
| Valuation allowance at end of year | $ | ( | $ | ( | $ | ( | |||||||||||
56
NOTE 19. INCOME TAXES (Continued)
The Company's carryforwards for capital losses, net operating losses, and tax credits, with related valuation allowances were as follows as of June 30:
| 2025 | |||||||||||||||||||||||
| Carryforwards | Valuation Allowances | Net Carryforwards | Fiscal Year Expiring | ||||||||||||||||||||
| Capital losses in U.S. jurisdictions | ( | 2030 | |||||||||||||||||||||
Net operating losses | |||||||||||||||||||||||
| U.S. jurisdictions | ( | 2031 - 2038 | |||||||||||||||||||||
| U.S. jurisdictions (with no expiration) | ( | N/A | |||||||||||||||||||||
| Foreign jurisdictions | ( | 2026 - 2039 | |||||||||||||||||||||
| Foreign jurisdictions (with no expiration) | N/A | ||||||||||||||||||||||
| Total net operating losses | ( | ||||||||||||||||||||||
Income tax credits | |||||||||||||||||||||||
| U.S. jurisdictions | 2026 - 2035 | ||||||||||||||||||||||
| U.S. jurisdictions (with no expiration) | N/A | ||||||||||||||||||||||
| Foreign jurisdictions | ( | 2026 | |||||||||||||||||||||
| Foreign jurisdictions (with no expiration) | ( | N/A | |||||||||||||||||||||
| Total income tax credits | ( | ||||||||||||||||||||||
| Total carryforwards | $ | $ | ( | $ | |||||||||||||||||||
57
NOTE 19. INCOME TAXES (Continued)
| 2024 | |||||||||||||||||||||||
| Carryforwards | Valuation Allowances | Net Carryforwards | |||||||||||||||||||||
| Capital losses in U.S. jurisdictions | ( | ||||||||||||||||||||||
| Net operating losses | |||||||||||||||||||||||
| U.S. jurisdictions | ( | ||||||||||||||||||||||
| U.S. jurisdictions (with no expiration) | ( | ||||||||||||||||||||||
| Foreign jurisdictions | ( | ||||||||||||||||||||||
| Foreign jurisdictions (with no expiration) | |||||||||||||||||||||||
| Total net operating losses | ( | ||||||||||||||||||||||
Income tax credits | |||||||||||||||||||||||
| U.S. jurisdictions | |||||||||||||||||||||||
| U.S. jurisdictions (with no expiration) | |||||||||||||||||||||||
| Foreign jurisdictions | ( | ||||||||||||||||||||||
| Foreign jurisdictions (with no expiration) | ( | ||||||||||||||||||||||
| Total income tax credits | ( | ||||||||||||||||||||||
| Total carryforwards | $ | $ | ( | $ | |||||||||||||||||||
The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has expired for all tax years through June 30, 2015. Various income tax returns in state and foreign jurisdictions are currently in the process of examination.
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2025 and 2024, the total balance of accrued interest and penalties related to uncertain tax positions was $4 and $3 , respectively. Interest and penalties related to uncertain tax positions included in income tax expense resulted in an expense of $1 in fiscal year 2025, an expense of $1 in fiscal year 2024, and a net benefit of $0 in fiscal year 2023.
The following is a reconciliation of the beginning and ending amounts of the Company’s gross unrecognized tax benefits for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Unrecognized tax benefits at beginning of year | $ | $ | $ | ||||||||||||||
| Gross increases - tax positions in prior periods | |||||||||||||||||
| Gross decreases - tax positions in prior periods | ( | ( | ( | ||||||||||||||
| Gross increases - current period tax positions | |||||||||||||||||
| Unrecognized tax benefits at end of year | $ | $ | $ | ||||||||||||||
Included in the balance of unrecognized tax benefits as of June 30, 2025, 2024 and 2023, were potential benefits of $20 , $15 and $14 , respectively, which if recognized, would affect the effective tax rate. Unrecognized tax benefits are not expected to significantly increase or decrease within the next 12 months.
58
NOTE 20. EMPLOYEE BENEFIT PLANS
Retirement Income Plans
The Company maintains various retirement income plans for eligible domestic and international employees. The remaining domestic retirement income plans are frozen. The Company contributed $13 , $14 and $14 to its domestic retirement income plans during fiscal years 2025, 2024 and 2023, respectively. The Company’s funding policy is to contribute amounts sufficient to meet benefit payments.
In the second quarter of fiscal year 2024, the Company settled plan benefits of its domestic qualified pension plan (the Plan) and recorded a one-time noncash charge, net of curtailment gain, of $171 before taxes ($130 after tax) in the Company’s consolidated statements of earnings and comprehensive income. Following settlement, remaining excess plan assets of $3 and $19 were contributed to the Company’s domestic defined contribution plan during fiscal years 2025 and 2024, respectively.
Retirement Health Care Plans
The Company provides certain health care benefits for employees who meet age, participation and length of service requirements at retirement. The plans pay stated percentages of covered expenses after annual deductibles have been met or stated reimbursements up to a specified dollar subsidy amount. Benefits paid take into consideration payments by Medicare for the domestic plan. The plans are funded as claims are paid, and the Company has the right to modify or terminate certain plans.
Benefit Obligation and Funded Status
Summarized information for the Company’s retirement income and retirement health care plans as of and for the fiscal years ended June 30 is as follows:
| Retirement Income | Retirement Health Care | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Change in benefit obligations: | |||||||||||||||||||||||
| Benefit obligation as of beginning of year | $ | $ | $ | $ | |||||||||||||||||||
| Service cost | |||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Actuarial loss (gain) | ( | ( | ( | ||||||||||||||||||||
| Plan amendments | ( | ||||||||||||||||||||||
| Plan settlement | ( | ||||||||||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||||||||
| Translation and other adjustments | ( | ||||||||||||||||||||||
| Benefit obligation as of end of year | $ | $ | $ | $ | |||||||||||||||||||
| Change in plan assets: | |||||||||||||||||||||||
| Fair value of assets as of beginning of year | $ | $ | $ | $ | |||||||||||||||||||
| Actual return on plan assets | ( | ||||||||||||||||||||||
| Employer contributions | |||||||||||||||||||||||
Plan settlement | ( | ||||||||||||||||||||||
| Benefits paid | ( | ( | ( | ( | |||||||||||||||||||
Transfer to domestic defined contribution plan | ( | ||||||||||||||||||||||
| Translation and other adjustments | ( | ||||||||||||||||||||||
| Fair value of plan assets as of end of year | |||||||||||||||||||||||
| Accrued benefit cost, net funded status | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amount recognized in the balance sheets consists of: | |||||||||||||||||||||||
Non-current pension benefit assets | $ | $ | $ | $ | |||||||||||||||||||
| Current accrued benefit liability | ( | ( | ( | ( | |||||||||||||||||||
| Non-current accrued benefit liability | ( | ( | ( | ( | |||||||||||||||||||
| Accrued benefit cost, net | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
59
NOTE 20. EMPLOYEE BENEFIT PLANS (Continued)
For the retirement income plans, the benefit obligation is the projected benefit obligation (PBO). For the retirement health care plan, the benefit obligation is the accumulated benefit obligation (ABO).
The ABO for all retirement income plans was $115 , $105 and $474 as of June 30, 2025, 2024 and 2023, respectively.
Retirement income plans with ABO or PBO in excess of plan assets as of June 30 were as follows:
| ABO Exceeds the Fair Value of Plan Assets | PBO Exceeds the Fair Value of Plan Assets | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Projected benefit obligation | $ | $ | $ | $ | |||||||||||||
| Accumulated benefit obligation | |||||||||||||||||
| Fair value of plan assets | |||||||||||||||||
Net Periodic Benefit Cost
The net cost of the retirement income and health care plans for the fiscal years ended June 30 included the following components:
| Retirement Income | Retirement Health Care | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of unrecognized items | ( | ( | ( | ||||||||||||||||||||||||||||||||
Curtailment gain recognized | ( | ||||||||||||||||||||||||||||||||||
| Settlement loss recognized | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
The service cost component of the net periodic benefit cost is reflected in employee benefit costs. All other components of net periodic benefit cost, except for the net settlement loss recognized in relation to the settlement of the Plan recognized in the second quarter of fiscal year 2024, are reflected in Other (income) expense, net.
Items not yet recognized as a component of postretirement expense as of June 30, 2025 consisted of:
| Retirement Income | Retirement Health Care | ||||||||||
| Net actuarial loss (gain) | $ | $ | ( | ||||||||
| Prior service benefit | ( | ||||||||||
| Net deferred income tax (assets) liabilities | ( | ||||||||||
| Accumulated other comprehensive loss (income) | $ | $ | ( | ||||||||
Net actuarial loss (gain) recorded in Accumulated other comprehensive net (loss) income for the fiscal year ended June 30, 2025 included the following:
| Retirement Income | Retirement Health Care | ||||||||||
| Net actuarial loss (gain) as of beginning of year | $ | $ | ( | ||||||||
Amortization, curtailment and settlement during the year | |||||||||||
| Loss (gain) during the year | ( | ||||||||||
| Net actuarial loss (gain) as of end of year | $ | $ | ( | ||||||||
The Company uses the straight-line amortization method for unrecognized prior service costs and benefits.
60
NOTE 20. EMPLOYEE BENEFIT PLANS (Continued)
Assumptions
Weighted-average assumptions used to estimate the actuarial present value of benefit obligations were as follows as of June 30:
| Retirement Income | Retirement Health Care | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Discount rate | % | % | % | % | |||||||||||||||||||
| Rate of compensation increase | % | % | n/a | n/a | |||||||||||||||||||
| Interest crediting rate | % | % | n/a | n/a | |||||||||||||||||||
Weighted-average assumptions used to estimate the retirement income and retirement health care costs were as follows as of June 30:
| Retirement Income | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Discount rate | % | % | % | ||||||||||||||
| Rate of compensation increase | % | % | % | ||||||||||||||
| Expected return on plan assets | % | % | % | ||||||||||||||
| Interest crediting rate | % | % | % | ||||||||||||||
| Retirement Health Care | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Discount rate | % | % | % | ||||||||||||||
The expected long-term rate of return assumption is based on prospective returns according to the fund’s current target asset allocation.
The actuarial benefit obligation gain during fiscal year 2025 was primarily driven by lower participation rate assumed for the retirement health plans.
The actuarial benefit obligation gain during fiscal year 2024 was primarily driven by increases in the discount rates for the retirement plans, partially offset by investment gains lower than expected return on assets.
Expected Benefit Payments
Expected benefit payments for the Company’s retirement income and retirement health care plans as of June 30, 2025, were as follows:
| Retirement Income | Retirement Health Care | ||||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Fiscal years 2031 through 2035 | |||||||||||
Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service.
61
NOTE 20. EMPLOYEE BENEFIT PLANS (Continued)
Plan Assets
The weighted average target allocation and asset allocations by asset category as of June 30, 2025, are as follows:
| % Target Allocation | % of Plan Asset | ||||||||||||||||
Equity Investment | % | % | |||||||||||||||
| Fixed income | % | % | |||||||||||||||
Other | % | % | |||||||||||||||
| Total | % | % | |||||||||||||||
The target asset allocation are determined based on the optimal balance between risk and return and, at times, are adjusted to achieve the respective plan’s overall investment objective to generate sufficient resources to pay current and projected plan obligations over the life of the plans.
The following table sets forth the retirement income plans’ assets carried at fair value as of June 30:
| 2025 | 2024 | |||||||||||||
| Cash equivalents — Level 1 | $ | $ | ||||||||||||
| Total assets in the fair value hierarchy | ||||||||||||||
| Common collective trusts measured at net asset value | ||||||||||||||
| Bond funds | $ | $ | ||||||||||||
| International equity funds | ||||||||||||||
| Real estate fund | ||||||||||||||
Other | ||||||||||||||
Total common collective trust measured at net asset value | $ | $ | ||||||||||||
| Total assets at fair value | $ | $ | ||||||||||||
Common collective trust funds are not publicly traded and were valued at a net asset value unit price determined by the portfolio’s sponsor based on the fair value of underlying assets held by the common collective trust fund on June 30, 2025 and 2024.
The common collective trusts are invested in various trusts that attempt to achieve their investment objectives by investing primarily in other collective investment funds that have characteristics consistent with each trust’s overall investment objective and strategy.
Defined Contribution Plans
The Company has various defined contribution plans for eligible domestic and international employees. The aggregate cost of the domestic defined contribution plans was $57 , $63 and $64 in fiscal years 2025, 2024 and 2023, respectively. The aggregate cost of the international defined contribution plans was $4 , $5 and $6 for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
62
NOTE 21. SEGMENT REPORTING
The Company operates through strategic business units (SBUs) that are organized into the Company’s operating segments. Operating segments with shared economic and qualitative characteristics are aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
•Health and Wellness consists of cleaning, disinfecting and professional products 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, water-filtration and natural personal care products marketed and sold in the United States.
•International consists of products sold outside the United States. Products within this segment include laundry additives and home care products primarily marketed under the Clorox, Poett, Pine-Sol and Clorinda brands; bags and wraps under the Glad brand; cat litter primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.
Corporate and Other includes certain non-allocated administrative and other costs, various other non-operating income and expenses, as well as the results of the Better Health VMS business, through the date of divestiture. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes, as well as the assets related to the Better Health VMS business, through the date of divestiture.
The principal measure of segment profitability used by the Chief Operating Decision Maker (CODM), identified as the Company's Chair and Chief Executive Officer, is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries relating to the August 2023 cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).
The CODM uses this measure to assess the operating results and performance of its segments, monitor actual results as compared to plan, perform analytical comparisons, identify strategies to improve performance and allocate resources to each segment as it removes the impact of the items that management believes do not directly reflect the performance of each segment's underlying operations.
Net sales by segment and a reconciliation to the Company’s consolidated net sales for the fiscal years ended June 30:
| Net Sales | |||||||||||||||||
| Fiscal year | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Health and Wellness | $ | $ | $ | ||||||||||||||
| Household | |||||||||||||||||
| Lifestyle | |||||||||||||||||
| International | |||||||||||||||||
| Reportable segment total | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
63
NOTE 21. SEGMENT REPORTING (Continued)
Segment adjusted EBIT, including the significant segment expense provided to the CODM, and a reconciliation to earnings (losses) before income taxes for the fiscal years ended June 30:
| Segment adjusted earnings (losses) before interest and income taxes | |||||||||||||||||||||||||||||
Fiscal year 2025 | |||||||||||||||||||||||||||||
Health and Wellness | Household | Lifestyle | International | Total | |||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
Cost of products sold | |||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||
Segment adjusted EBIT | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Corporate and Other | ( | ||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Loss on divestiture (2) | ( | ||||||||||||||||||||||||||||
Cyberattack costs, net of insurance recoveries (3) | |||||||||||||||||||||||||||||
Digital capabilities and productivity enhancements investment (4) | ( | ||||||||||||||||||||||||||||
| Earnings (losses) before income taxes | $ | ||||||||||||||||||||||||||||
(1)Other segment items includes selling, general and administrative expenses, advertising costs, research and development costs and other income and expenses. The charges defined in segment adjusted EBIT above are excluded from other segment items and Corporate and Other.
(2)Represents the loss on divestiture of the Better Health VMS business corresponding to Corporate and Other. See Note 2 for further discussion.
(3)Represents insurance recoveries related to the cyberattack corresponding to Corporate and Other. See Note 3 for further discussion.
(4)Represents expenses related to the Company's digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
64
NOTE 21. SEGMENT REPORTING (Continued)
| Segment adjusted earnings (losses) before interest and income taxes | |||||||||||||||||||||||||||||
Fiscal year 2024 | |||||||||||||||||||||||||||||
Health and Wellness | Household | Lifestyle | International | Total | |||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
Cost of products sold | |||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||
Segment adjusted EBIT | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Corporate and Other | ( | ||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Loss on divestiture (2) | ( | ||||||||||||||||||||||||||||
Pension settlement charge (3) | ( | ||||||||||||||||||||||||||||
Cyberattack costs, net of insurance recoveries (4) | ( | ||||||||||||||||||||||||||||
Streamlined operating model (5) | ( | ||||||||||||||||||||||||||||
Digital capabilities and productivity enhancements investment (6) | ( | ||||||||||||||||||||||||||||
| Earnings (losses) before income taxes | $ | ||||||||||||||||||||||||||||
(1)Other segment items includes selling, general and administrative expenses, advertising costs, research and development costs and other income and expenses. The charges defined in segment adjusted EBIT above are excluded from other segment items and Corporate and Other.
(2)Represents the loss on divestiture of the Argentina business corresponding to International. See Note 2 for further discussion.
(3)Represents costs related to the settlement of the domestic qualified pension plan corresponding to Corporate and Other. See Note 20 for further discussion.
(4)Represents incremental costs, net of insurance recoveries related to the cyberattack. All insurance recoveries are recorded in Corporate and Other. See Note 3 for additional details relating to the cyberattack. For informational purposes, the following table provides the approximate cyberattack costs, net of insurance recoveries, corresponding to the Company’s segments as a percentage of total net costs:
| 2024 | ||||||||||||||||||||||||||
| Health and Wellness | % | |||||||||||||||||||||||||
| Household | ||||||||||||||||||||||||||
| Lifestyle | ||||||||||||||||||||||||||
| International | ||||||||||||||||||||||||||
| Corporate and Other | ||||||||||||||||||||||||||
| Total | % | |||||||||||||||||||||||||
(5)Represents restructuring and related implementation costs, net for the streamlined operating model. For informational purposes the following table provides the approximate restructuring and related implementation costs, net corresponding to the Company's segments as a percent of the total costs:
Inception to date ended | |||||||||||||||||
| 2024 | 2024 | ||||||||||||||||
| Health and Wellness | % | % | |||||||||||||||
| Household | |||||||||||||||||
| Lifestyle | |||||||||||||||||
| International | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total | % | % | |||||||||||||||
(6)Represents expenses related to the Company's digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
65
NOTE 21. SEGMENT REPORTING (Continued)
| Segment adjusted earnings (losses) before interest and income taxes | |||||||||||||||||||||||||||||
Fiscal year 2023 | |||||||||||||||||||||||||||||
Health and Wellness | Household | Lifestyle | International | Total | |||||||||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||||||||
Cost of products sold | |||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||
Segment adjusted EBIT | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Corporate and Other | ( | ||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
VMS impairment (2) | ( | ||||||||||||||||||||||||||||
Streamlined operating model (3) | ( | ||||||||||||||||||||||||||||
Digital capabilities and productivity enhancements investment (4) | ( | ||||||||||||||||||||||||||||
| Earnings (losses) before income taxes | $ | ||||||||||||||||||||||||||||
(1)Other segment items includes selling, general and administrative expenses, advertising costs, research and development costs and other income and expenses. The charges defined in segment adjusted EBIT above are excluded from other segment items and Corporate and Other.
(2)Represents a non-cash impairment charge related to the VMS business. See Note 7 for further discussion.
(3)Represents restructuring and related implementation costs, net for the streamlined operating model. For informational purposes the following table provides the approximate restructuring and related implementation costs, net corresponding to the Company's segments as a percent of the total costs:
| 2023 | |||||||||||||||||
| Health and Wellness | % | ||||||||||||||||
| Household | |||||||||||||||||
| Lifestyle | |||||||||||||||||
| International | |||||||||||||||||
| Corporate and Other | |||||||||||||||||
| Total | % | ||||||||||||||||
(4)Represents expenses related to the Company's digital capabilities and productivity enhancements investment corresponding to Corporate and Other.
66
NOTE 21. SEGMENT REPORTING (Continued)
Certain other segment disclosures were as follows:
| Fiscal Year | Health and Wellness | Household | Lifestyle | International | Corporate and Other | Total Company | |||||||||||||||||||||||||||||||||||
(Income) Loss from equity investees included in Other (income) expense, net | 2025 | ( | ( | ||||||||||||||||||||||||||||||||||||||
| 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| 2023 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total assets | 2025 | ||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | 2025 | ||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 2025 | ||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| Significant noncash charges included in earnings (losses) before interest and income taxes: | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 2025 | ||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
All intersegment sales are eliminated and are not included in the Company’s reportable net sales.
Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 27 %, 25 % and 26 % of consolidated net sales for each of the fiscal years ended June 30, 2025, 2024 and 2023, respectively, and occurred across all of the Company’s reportable segments. No other customers accounted for 10% or more of the Company’s consolidated net sales in any of these fiscal years.
The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Cleaning | % | % | % | |||||||||||||||||
| Professional Products | % | % | % | |||||||||||||||||
| Health and Wellness | % | % | % | |||||||||||||||||
| Bags and Wraps | % | % | % | |||||||||||||||||
| Cat Litter | % | % | % | |||||||||||||||||
| Grilling | % | % | % | |||||||||||||||||
| Household | % | % | % | |||||||||||||||||
| Food | % | % | % | |||||||||||||||||
| Water Filtration | % | % | % | |||||||||||||||||
| Natural Personal Care | % | % | % | |||||||||||||||||
| Lifestyle | % | % | % | |||||||||||||||||
| International | % | % | % | |||||||||||||||||
| Corporate and Other | % | % | % | |||||||||||||||||
| Total | % | % | % | |||||||||||||||||
67
NOTE 21. SEGMENT REPORTING (Continued)
The Company’s products are marketed and sold globally. The following table provides the Company’s global product lines, which were sold in the U.S. and International, that accounted for 10% or more of consolidated net sales for the fiscal years ended June 30:
| 2025 | 2024 | 2023 | |||||||||||||||
| Cleaning products | % | % | % | ||||||||||||||
| Bags and wraps | % | % | % | ||||||||||||||
| Food products | % | % | % | ||||||||||||||
| Cat litter products | % | % | % | ||||||||||||||
Net sales and property, plant and equipment, net, by geographic area for and as of the fiscal years ended June 30 were as follows:
| Fiscal Year | United States | Foreign | Total Company | ||||||||||||||||||||
| Net sales | 2025 | $ | $ | $ | |||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||
| Property, plant and equipment, net | 2025 | ||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
NOTE 22. RELATED PARTY TRANSACTIONS
The Company holds various equity investments with ownership percentages of up to 50 % in a number of consumer products businesses, which operate both within and outside the United States. The equity investments, presented in Other assets and accounted for under the equity method, were $47 and $45 as of the fiscal years ended June 30, 2025 and 2024, respectively. The Company has no ongoing capital commitments, loan requirements, guarantees or any other types of arrangements under the terms of its agreements that would require material future cash contributions or disbursements arising out of an equity investment.
Transactions with the Company’s equity investees typically represent payments for contract manufacturing and purchases of raw materials. Payments to related parties, including equity investees, for such transactions during the fiscal years ended June 30, 2025, 2024 and 2023 were $78 , $77 and $87 , respectively. Receipts from and ending accounts receivable and payable balances related to the Company’s related parties were not significant during or as of the end of each of the fiscal years presented.
68
Exhibit 99.2
THE CLOROX COMPANY
RECONCILIATION OF ECONOMIC PROFIT (UNAUDITED) (1)
| Dollars in millions | FY25 | FY24 | FY23 | |||||||||||||||||
| Earnings before income taxes | $ | 1,078 | $ | 398 | $ | 238 | ||||||||||||||
| Add back: | ||||||||||||||||||||
Certain U.S. GAAP items (2) | 159 | 580 | 605 | |||||||||||||||||
| Interest expense | 88 | 90 | 90 | |||||||||||||||||
| Earnings before income taxes, certain U.S. GAAP items and interest expense | 1,325 | 1,068 | 933 | |||||||||||||||||
| Less: | ||||||||||||||||||||
Income taxes on earnings before income taxes, certain U.S. GAAP items and interest expense (3) | 284 | 215 | 220 | |||||||||||||||||
| Adjusted after tax profit | 1,041 | 853 | 713 | |||||||||||||||||
| Less: After tax profit attributable to noncontrolling interests | 14 | 12 | 12 | |||||||||||||||||
| Adjusted after tax profit attributable to Clorox | 1,027 | 841 | 701 | |||||||||||||||||
Average capital employed (4) | 3,009 | 2,978 | 3,383 | |||||||||||||||||
Less: Capital charge (5) | 271 | 268 | 304 | |||||||||||||||||
Economic profit (1) (Adjusted after tax profit attributable to Clorox less capital charge) | $ | 756 | $ | 573 | $ | 397 | ||||||||||||||
(1) Economic profit (EP) is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company’s effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate). EP is a key financial metric that the Company’s management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company’s management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit.
(2) Certain U.S. GAAP items include the loss on divestitures, the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, incremental operating expenses related to the implementation of the Company’s digital capabilities and productivity enhancements investment, restructuring and related costs related to implementation of the streamlined operating model and noncash impairment charges related to the Better Health Vitamins, Minerals and Supplements (Better Heath VMS) business. Refer to "Management's Discussion and Analysis: Summary of Non-GAAP Financial Measures" in Exhibit 99.1 for detail on the U.S. GAAP charges.
(3) The tax rate applied is the effective tax rate before the identified U.S. GAAP items and was 21.4%, 20.1% and 23.6% in fiscal years 2025, 2024, and 2023, respectively. The difference between the fiscal year 2025 effective tax rate on earnings of 23.6% is due to the tax rate impact of the FY25 divestiture of the Better Health VMS business, August 2023 cyberattack insurance recoveries, and incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment of (2.3)%, (0.1)%, and 0.2%, respectively. The difference between the fiscal year 2024 effective tax rate on earnings of 26.5% is due to the tax rate impact of the FY24 divestiture of the Argentina business, the pension settlement charge, incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment, incremental August 2023 cyberattack costs, net of insurance recoveries, and costs related to the streamlined operating model of (8.6)%, 0.9%, 0.9%, 0.2%, and 0.2%, respectively. The difference between the fiscal year 2023 effective tax rate on earnings of 32.4% is due to the tax rate impact of the FY23 VMS impairment and incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment of (8.9)% and 0.1%, respectively.
(4) Total capital employed represents total assets less non-interest bearing liabilities. Adjusted capital employed represents total capital employed adjusted to add back current year after tax U.S. GAAP items, as applicable, and deduct the current year after tax noncash, nonrecurring gain. Average capital employed is the average of adjusted capital employed for the current year and total capital employed for the prior year, based on year-end balances. See below for details of the average capital employed calculation.
(5) Capital charge represents average capital employed multiplied by a cost of capital, which was 9% for all fiscal years presented. The calculation of capital charge includes the impact of rounding numbers.
Exhibit 99.2
| Dollars in millions | FY25 | FY24 | FY23 | |||||||||||||||||
| Total assets | $ | 5,561 | $ | 5,751 | $ | 5,945 | ||||||||||||||
| Less: | ||||||||||||||||||||
Accounts payable and accrued liabilities (6) | 1,813 | 1,473 | 1,650 | |||||||||||||||||
| Current operating lease liabilities | 87 | 84 | 87 | |||||||||||||||||
| Income taxes payable | — | — | 121 | |||||||||||||||||
| Long-term operating lease liabilities | 305 | 334 | 310 | |||||||||||||||||
Other liabilities (6) | 330 | 827 | 804 | |||||||||||||||||
| Deferred income taxes | 20 | 22 | 28 | |||||||||||||||||
| Non-interest bearing liabilities | 2,555 | 2,740 | 3,000 | |||||||||||||||||
Total capital employed (4) | 3,006 | 3,011 | 2,945 | |||||||||||||||||
After tax certain U.S. GAAP items (2) | — | — | 362 | |||||||||||||||||
Adjusted capital employed (4) | $ | 3,006 | $ | 3,011 | $ | 3,307 | ||||||||||||||
| Average capital employed | $ | 3,009 | $ | 2,978 | $ | 3,383 | ||||||||||||||
(6) Accounts payable and accrued liabilities and Other liabilities are adjusted to exclude interest-bearing liabilities.