Good day, ladies and gentlemen, and welcome to the Clorox Company conference call. At this time, all participants are in a listen-only mode. At the conclusion of our prepared remarks, we will conduct a question and answer session. If you would like to ask a question, you may press star and one on your touchtone pad at any time. If anyone should require assistance during the conference, please press the star and zero on your touchtone pad at any time. As a reminder, this call is being recorded. I would now like to introduce your host for today's conference, Ms. Lisa Burham, Vice President of Investor Relations for the Clorox Company. Ms. Burham, you may begin your conference.

Thanks, Paul. Good afternoon, and thank you all for joining us on such short notice to discuss our company's announcement earlier today regarding the acquisition of Gojo Industries, the maker of Purell brand. Joining me today on the call are Linda Rendell, Chair and CEO of the Clorox Company, and Luke Ballet, CFO. During today's discussion, we'll make forward-looking statements. These statements are based on management's current expectations, but may differ from actual results or outcome. Please also refer to our press release and SEC filings for a discussion of those risks. We'll also reference certain non-GET measures which are reconciled in our materials. Today's press release and accompanying presentation can be found on the investor relations section of our website. A replay of the webcast will be available at the same location. With that, I'll turn this over to Linda.

Thank you. As Lisa mentioned, we are all grateful that you're able to join this afternoon's call. As you saw, we issued a press release announcing we've reached a definitive agreement to acquire Gojo Industries, the makers of the Purell brand, a leader that is synonymous with skin health and hygiene. Today, I will share more about Gojo, why it is a strategic and financial fit with Clorox, and how it advances our Ignite strategy to create value for shareholders. Luke will then go into details of the financial benefits, and then we will take your questions. Let me first ground us in our core business in health and wellness, our largest, fastest growing and most profitable business segment. Our trusted cleaning and disinfecting brands across retail and B2B deliver superior value and create a durable strategic advantage. Importantly, we've leaned into powerful consumer megatrends, including health and wellness, personalization, convenience, and sustainable solutions to further strengthen our leadership and unlock long-term growth. By adding Gojo and its category-defining Purell brand, we're strengthening our core advantages in scale, innovation, and distribution capabilities while unlocking a fully integrated offering with $3.5 billion in sales that expands Quarock's position in health and hygiene for consumers and institutional end users alike. gojo was an 80 year old purpose-driven private company it invented Purell a brand has become virtually synonymous with skin hygiene as America's number one hand sanitizer Purell is a clear market leader and holds leading share positions across both B2B and retail channels gojo's deep commitment to innovation and delivering superior value in skin hygiene has built Purell into one of the most trusted names in homes healthcare facilities schools and businesses around the world. This strong foundation of deep customer and distributor relationships and best-in-class capabilities has resulted in decades of consistent performance in the fast-growing B2B channel. Today, Gojo generates nearly $800 million in annual sales and has a long history of delivering mid-single-digit growth with a three-year CAGR of 5%. Its portfolio generates more than 80% of revenue through a broad and stable B2B network underpinned by roughly 20 million dispensers that drive recurring demand. The Purell brand, trusted for safe, effective hygiene, is the leader in hand sanitizer across both B2B and retail channels. Gojo is a great fit with Clorox and will create significant shareholder value with compelling strategic and financial benefits. First, it advances our portfolio evolution. This acquisition allows us to realize strong financial performance and capabilities in addition to strengthening our leadership with a trusted brand with both consumers and professionals. Building directly on our core strengths, we believe we can meaningfully accelerate Purell's growth. Second, it positions us squarely in attractive, durable categories. Skin health and hygiene benefits from long-term macro tailwinds, where brand trust truly matters, and Purell has unmatched awareness, loyalty, and credibility with consumers and end users. The skin health and hygiene categories have benefited from favorable and sustainable tailwinds, including elevated interest in hygiene and remaining healthy, increased willingness to pay a premium for quality brands, and greater demand for smaller pack sizes. The addition of Gojo increases our exposure to these large and growing categories, allowing us to capitalize on attractive macro dynamics and shifts in consumer and category tailwinds. Third, it unlocks meaningful, profitable growth opportunities across end users gojo brings deep innovation b2b relationships and capabilities with state-of-the-art vertically integrated manufacturing over 680 global patents and cutting-edge dispensing technology clorox brings world-class brand building consumer insights innovation capabilities and retailer relationships together we see clear opportunities to excel accelerate purell's growth and retail while strengthening our professional business through an expanded, single-source hygiene offering. Today, approximately 80% of Purell sales are in B2B hand hygiene, while 80% of Clorox brand sales are in retail surface cleaning. These strong, complementary market positions create a significant opportunity to drive scale leadership in health and hygiene and unlock substantial cross-selling opportunities across both B2B and retail channels. In B2B, Gojo is a leader with a durable installed base. We believe we can continue to drive core B2B expansion through premiumization and new B2B segments. Gojo's B2B reach and capabilities will also bolster Clorox's already strong professional business as we leverage its commercial, manufacturing, R&D, and regulatory experience and expertise. With Gojo, we can lean into complementary B2B vertical strengths, particularly in education, healthcare, office, and government to increase share a wallet, improve customer penetration, and grow share. In retail, where Clorox is a household name, we have a sizable opportunity to accelerate Purell's growth potential. Despite limited focus and investment to date, Purell leads the category in both aided and unaided brand awareness. And despite being the leader, the leading national brand, its household penetration is only 14%, suggesting a significant opportunity as part of our powerful and trusted brand portfolio. By bringing the Purell brand into Clorox's portfolio, it will benefit from our industry leadership, proven brand-building capabilities, consumer-led innovation, distribution, and deep retailer relationships. Through our disciplined approach, our focus is centered on incremental growth opportunities that enhance brand meaning and relevance while remaining complementary to the broader Clorox portfolio. And finally and importantly, the cultures fit. Gojo and Clorox share a purpose-driven mindset, commitment to science-based innovation, and a focus on long-term value creation. Gojo has a stellar management team and talent base with world-class manufacturing facilities. This gives us strong confidence in integration and execution as we retain the capabilities that make Gojo's model work and integrate in a way that preserves relationships and service levels. Gojo adds a stable, recurring revenue stream that is accretive to growth, supports our long-term sales algorithm, and provides a consistent earnings base. We are excited about the growth synergies I walked through earlier, and we expect meaningful run rate cost synergies driven by our combined scale and proven holistic margin management capabilities. Luke will speak to the financial details shortly. In closing, this is a compelling combination that makes Clorox stronger, more resilient, and better positioned for consistent profitable growth. we are excited for the opportunities that will be created from the addition of gojo to our portfolio as it expands our leadership and health and hygiene strengthens our strategic advantages and extends our collective reach across b2b and retail channels we look forward to welcoming gojo and the purel brand into clorox and we are confident in our ability to integrate execute and unlock the full potential of this acquisition to create significant long-term value for our shareholders. With that, I'll turn the call over to Luke to walk through the financial details.

Thank you Linda and good afternoon everyone. I'll provide an overview of the key financial takeaways and details related to their acquisition. As we announced earlier today, Clorox has agreed to acquire Gojo Industries for approximately 2.25 billion with 330 million of anticipated tax benefits resulting in a net purchase price of $1.92 billion. The deal will be funded primarily through debt financing. We expect to complete the transactions by the end of the fiscal year, subject to regulatory approval and other customary closing conditions. From a valuation perspective, this transaction represents an adjusted EBITDA multiple of 11.9 times net of anticipated tax benefits, and an adjusted EBITDA multiple of 9.1 times on a synergized basis. Turning to Gojo business fundamentals, Gojo adds a durable, recurring revenue stream reflected in its long track record of mid-single-digit sales growth and a stable earnings base. As Linda mentioned, approximately 80% of its revenue is generated through the B2B channel, supported by a refill-based model and strong distributor relationships. Importantly, this portfolio also benefits from strong consumer tailwinds with faster-growing categories. Building on Gojo's strong standalone sales, we expect upside potential from executing the growth synergies mentioned across both B2B and retail channels and category adjacencies, which will further accelerate growth. In addition, Kojo has a strong margin profile, with adjusted EBITDA margin in line with that of chlorophyll. We are confident we can achieve at least $50 million in run rate cost synergies and deliver margin accretion by leveraging our combined scale, efficiencies, and holistic margin management capabilities. Looking at the financial structure of the deal, these transactions will primarily be funded with debt raising our net debt leverage to about 3.6 times at closing we expect to be back to approximately two and a half times by the end of calendar year 2027 gojo's generate strong cash flows in line with our targeted level of 11 to 13 sales the combination of chlorox's and gojo's strong cash flows as well as significant anticipated tax benefit from the transaction support our confidence in reaching our target leverage ratio while continuing to support dividends. In summary, we expect to deliver strong financial returns, create long-term shareholder value, and accelerate the financial performance of the company. The transaction is expected to be adjusted EPS neutral on the first year, and we expect to deliver accretion in the second year. Overall, we expect this transition to enhance Clark's ability to deliver its financial algorithm more consistently. Lastly, in conjunction with today's announcements, we are reaffirming our top and bottom line outlook for fiscal year 2026, excluding the impact from the transaction.

We will now transition to Q&A, where we'll take questions related to the transaction. As a reminder, we'll address your questions on our Q2 results when we speak to you again during our earnings call on February 3rd. Paul, you may open the line for Q&A.

Thank you. Ladies and gentlemen, if you have a question, please press star 1 on your touchstone keypad now, and you'll be placed into the queue in the order received. And our first question comes from Peter Grom of UBS Financial.

Thank you, operator. Good evening, everyone, and congratulations. Congratulations. So, I guess I wanted to ask a couple of questions just on the growth trajectory of the business. So, just the three-year kicker of 5%, I think the slide mentions that more than 80% of the business comes from the B2B channel that grows faster. Can you maybe just help us understand, you know, what the BTV growth looks like relative to retail? And then I guess underpinning the BTV growth, how much of that has been driven by growing penetration of dispensers versus, you know, growth from kind of the existing footprint? And then just lastly, as we look ahead, kind of the 5% kicker that we've seen over the past couple of years, is that a reasonable target moving forward?

Hi, Peter. I'll kick us off and then I'll hand it to Luke to talk about some more of the details but this is attractive in both the B2B and retail space from a category perspective so as we shared they've grown about mid single digits for a very long time and most of that is from category growth on both sides and so we're excited about opportunities in both to continue to expand in B2B and we see lots of opportunities to do that as I outlined and then we see significant opportunity in retail. They still only have a 14% household penetration, so there's lots of room for growth. But we're feeling that both categories are faster growing and accretive to our average category growth.

And so, Peter, I think it's safe to say that this would be accretive to our growth and really support our long-term sales growth target of growing 3% to 5%. I think two things. First, the acquisition really adds a stable and recurring revenue base that has been growing mid-single digit consistently for many years and we expect to continue and this is really supported by the refill based model that you know linda just mentioned as well as strong consumer tailwinds now in addition as linda mentioned uh there we see upside from the growth synergies mentioned both in the b2b and the retail channels as well as potential categories adjacencies so when when When we look at both of those items, we expect the business to grow mid-single digits to high single digits for years to come. And so if you really just translate that on what might be the impact to the company, that would really just translate to about 30 to 50 basis points structurally for years to Great.

Thank you so much. I'll pass it on.

Thank you. And our next question comes from Camille Gajaruala of Jeffries.

Hey, guys. Happy evening or whatever time it is where you guys are. I guess the first question is a little bit on timing. This business has done well for a long time. It's profitable, and it's been around in private for, I don't know what it is, 70 years or so. So sort of why is now the right time? Is it now the right time maybe for them, the right time for Clorox to do what's, I think, one of the largest deals that you've done in maybe forever?

Michael, Mel, thanks for the question. Certainly a large deal for us. We're very excited about it. And, you know, thanks for the question on timing. this is a really unique opportunity to have a company like Gojo that has been growing really solidly for decades and been able to take a brand like Purell and build that into a world class brand. But they're at a point now where they see so much opportunity and they need a partner to help them do it. And at the same time on our business, we've had great success in our and wellness business. And if you look at the 10-year CAGR for our health and wellness business, it's been 4%. It's our largest, fastest growing segment. And so we see the opportunities that they have that they feel like they can't unlock on their own. Certainly our opportunity to continue to accelerate progress on our cleaning business as a way to do this at scale. And so we really believe it's the right time to come together and advance this. And the other thing that I'd mentioned, you know, from a timing perspective, we feel good about our plans for this year. You heard us reaffirm our outlook on top and bottom. It's certainly been a difficult environment, but we're seeing our plans come to fruition. Obviously, we'll talk more about that coming up on February 3rd, but we're confident in those plans, and we feel like we have a disciplined integration plan, and we're ready to go. So, you know, I think if we talk to both of us, we would say this is the right time because we feel the scale of this, the opportunities on both sides. These two complementary organizations coming together offer exactly what's needed for us to continue to accelerate growth.

Okay, got it. And maybe from the context of returns, Clorox has always been very good at thinking with an EVA mindset or returns mindset. We have your sort of accretion guidance that you provided in the press release, but how are you thinking of the returns, especially in the context of a business that is expected to grow mid-single-digit, high single digit, plus the $50 million. Where does that return profile look like versus what you guys use for your own WAC?

Sure, Kamal. I would say in addition to the strong long-term strategic benefit, the acquisition is expected to deliver very strong financial returns well above our cost of capital. And of course, we always compare those returns relative to other potential use of cash.

Okay, thank you. And our next question comes from Anna Lazul of Bank of America.

Hi, good afternoon. Thank you so much for the question. My understanding is that Gojo had a deal that fell through to one of your peers in 2023. And I was wondering if you had looked at Gojo at that point in time. And I know, you know, just building on the last question, what makes the company more attractive almost three years later versus at that point in time, if you had taken a look or if you had passed on that. And also Purell has been around for a while and it launched in the consumer market, I think in 1997. What do you see here as maybe additional distribution opportunities or innovations for that brand? Thank you.

Yeah, you know, I won't comment on an old process in any detail, certainly that I don't have. But I would just maybe remind you in 2023, we went through a cyber attack. So we were busy recovering from that. But I'll tell you, we've long admired this brand. We've long admired this company. And we've been watching them over the years growing and always keeping our eye to see what the next step was. And would there be something we'd be able to offer them? And what would they be able to offer to us? So And then from a retail perspective, we're really excited about the opportunities for Purell because they are so strong in B2B and they have tremendous innovation capabilities and regulatory capabilities and manufacturing on that side, and they have really cool dispensing technologies, et cetera, they've just simply not had the time to fully focus on the retail side. And they've done great work. I mean, there are 45 share position and they have a very strong position in that channel, share leading, but they haven't spent much marketing. You know, they don't devote as many of their innovation resources to the retail side. So we believe unlocking our brand building, our marketing capabilities, our innovation machine, consumer insights, as well as our holistic margin management program that we can do to make sure that we continue to drive efficiencies is really going to help us accelerate this business. and they're really excited about what we can bring to the table on the retail side.

All right, great. Thanks so much.

Thanks, Anna.

And our next question comes from Robert Moscow of TD Cowan.

Hi, thanks. A competitor of yours bought a competitive hand sanitizing brand that, you know, kind of competes at the higher end of the spectrum. I was wondering if the Purell brand had been impacted by the growth of that high-end competitor in any way at retail or whether it's been undisturbed.

Yeah, Robert, we've seen, you know, this is a place where the category is expanding and new users are entering, so we haven't seen any meaningful impact. It gets us excited about the opportunity here. Younger people care about this category. They are aware of hand health and hygiene. These kids grew up in COVID, so they're very aware. And we see category-expanding opportunities, I'm sure, just like our competitor does.

Thank you very much.

Thank you.

And our next question comes from Filippo Folorny of Citi.

Hi. Good afternoon, everyone. So maybe, Linda, given you mentioned the big opportunity in the B2B channel and the fact that it's already 80% of Purell sales, can you give us a sense of the addressable market there, how you're thinking about it, going after these opportunities, what is the penetration of Purell in some of the big B2B channels, I think offices, airports, and so forth, where you really see the opportunity? And then in terms of competition, can you talk about, like, how is it different there? Like, it seems like they have a clear advantage relative to retail. And maybe, like, within retail, there's obviously a premiumization asset, but there's also a private label competition. So how are you thinking about the competitive landscape in retail versus B2B?

Thanks, Filippo, for the question. Why don't I start there on the competition side? And if you look at the B2B space, this is a place where they have very deep B2B relationships in a number of verticals and actually very complementary verticals to what Clorox has. So we see both sides being additive, where we have a very strong portfolio of items. And certain verticals, they have a very strong set of items in other verticals. And so we see the ability to cross-sell is really high. From a competitive perspective, just like we do in retail, there are private brands in this space and other smaller brands. But this is a place where branding really matters. And in fact, if you see the dispensers on the wall, you'll see they are branded. And this gives people the reassurance in a space where hand health and hygiene and skin health and hygiene is incredibly important. You're talking in hospital waiting rooms, doctor's offices. When you're traveling, that brand means so much, and the Purell team has done a terrific job in ensuring that they get dispensers on the wall, that those are branded, that consumers at those places in B2B are reassured that they are using a product that's going to work. And so we see continued opportunity, one, to expand into different verticals with an enhanced end-to-end solution, and we see the opportunity to continue to get dispensers on walls. And, of course, we have the installed base of 20 million dispensers already out there, and those dispensers stay on the wall for about seven years, and we're consistently selling refills. So competitive set, you know, we feel good about and much like we compete in today on our other B2B business. On the retail side, I think I'm going to tell you a story about the power of this brand. It was one of the things that we had been following, and we experienced some of this during COVID, but I think this gets you maybe to the same place we are about how special this brand is. During COVID, the Purell team had to make what was a very easy and a very difficult decision at the same time. They had to stop selling their brand in retail in order to supply enough doses in the professional space, and they worked tirelessly day and night to get as much capacity as they can, but they literally went to a zero share in retail. And I think everybody thought, okay, hand sanitizers are just going to be commoditized, et cetera. And, of course, the team went back to a large customer and said, hey, we believe in the Purell brand. Give us a test. They did. It was an immediate success. In well under a year, they were back up to a 45 share, and it was expanded nationally nearly overnight. That's the power of this brand. Consumers, even when they had years of being exposed to private label, choose the branded player. They want the experience. They want the germ kill. They like the overall formulation, et cetera. So I hope that helps you understand what we see as the power of the brand, even being out of storage for that long for consumers to come back and for retailers to get it back in stock so fast.

Great. That's helpful. And just on the B2B following up, like, any sense of, like, addressable market and the market share within B2B?

You know, we'll talk more about some of the details coming up here. But here's what I would say. You know, we're a leader in enhanced energized. We're the number one share. And so they have a very strong position. And it varies by, as you can assume, verticals. And they're very, very strong in health care. They're very strong in government, et cetera. but they are the leader in B2B.

Got it. Thank you very much.

Thanks, Filippo.

As a reminder, if you would like to ask a question, please press star one on your touchstone keypad. And our next question comes from Lauren Lieberman of Barclays.

Great. Thanks so much. I was just thinking back to, you know, kind of the 2020, 2021 timeframe when you guys really increased your focus on building your own B2B business. I know it had been a part of Ignite, a part of the strategy for a while, but you really saw that as an opportunity to accelerate. Maybe can we talk a little bit about sort of what the hurdles were to that playing out in a more substantive fashion? because one of the things that strikes me that the Purell business, as strong as it is, it's still going through distributors. So to get that cross-sell, it's not really a direct sale. It's still through the distributor network. So just little thoughts maybe on lessons learned from let's call it like your first direct go at the channel and how you can leverage that as you now look to capitalize on the cross-sell opportunity with Purell. Yeah, thanks, Lauren.

And, you know, our pro business for a very long time, and thank you for acknowledging that, has been a strong contributor to the company in growing mid-single digits. And certainly you call it in the right period in COVID where there was ups and downs to everyone's business. You know, we had years that were much stronger, and then we had to lap some of that. But overall, this has been accretive to the company and a mid-single-digit grower. And what we have found, which is a really unique position in the B2B space, and Purell has exactly the same and complementary position, is the power of a brand that consumers recognize that's in a form where the brand matters. It's right when they wash their hands or when a nurse is wiping down a station in a hospital room and they're worried about what disease has been in there. That brand matters. The quick form matters. it's not the diluted chemistries in the back that a janitor is using but this is reassuring a human who uses these same technologies in their home that they're getting the right experience that has been an unlock for the Clorox brand and we have seen Purell do exactly the same thing and so the lessons that we're applying together scale will be helpful here so this is a place where some of our growth is limited by our limited scale in B2B so this makes our our portfolio significantly bigger. And to your point on distributors, in many cases, we are selling to these large end users directly now. And Purell will have that capacity and capability to do that. And they have very sophisticated relationships with these end users. So we feel there's significant upside there. I think the other lesson is there's halo going both ways. So when you are doing marketing in the retail side, that is impacting the B2B business and the purchase decision, as well as when you have a dispenser on the wall that says Purell or a canister that says Clorox, consumers are noting that that's what doctors and nurses are choosing, that's what airports are choosing, and that reinforces their behavior at home. So we think this is a very unique place to play in B2B, where there's ready-to-use products with strong margin profiles, and really the consumer branding matters. And the lessons for us are scale which gojo brings you know innovation matters in the space you have to have the very best of the technologies and we do and purell does as well and then i think to your good point um you know this requires a different selling organization which we have a lot of skill in our professional business but gojo brings a different level of that to the table great thanks Thanks so much. Thanks, Lauren.

And our next question comes from Andrea Teixeira of JPMorgan.

Thank you, Operator, and good afternoon, everyone. Happy New Year, if we can still say that. I was just hoping to get some clarity on the execution of some of the synergies. And Linda, you and Luke have both talked about the opportunity to distribute and then the low household penetration I'm assuming none of those are included in the numbers you provided today just curious how we should see it evolving the timing of the cost synergies and then as we go into the revenue synergies and innovation how we should be thinking at the path forward to get the realization of that and then related to that I understand you didn't give us like the actual EBITDA and backing out the debt that you're getting from the transaction. I mean, you're obviously financing, as you said, with that, but you're also like assuming some debt. So if you can kind of help us with the timing and how to absorb and how to take that leverage, as you pointed out, to 2.5 and how long it would take. Thank you.

Hi, Andrea. I'll start and then I'll hand it over to Luke. If you kind of take a step back on what this brings, we certainly see the opportunity for growth and revenue synergies. And as Luke highlighted at the beginning, their CAGR for the last five years, three years, excuse me, has been 5%. It's a mid-single-digit grower. And what we see is opportunities in both the retail side and B2B side getting us to mid to high single digits over a number of years. So you can see the two companies coming together offer significant opportunities on the growth side. On the cost side, we highlighted the $50 million. And I would say we've been, you know, fairly reasonable and conservative on that. And as well as we've planned that into the timeline and how we're going to integrate, we feel very confident in our ability to deliver those and hopeful that there's upside given our holistic margin management tools, et cetera. Maybe one of the things I would note on that timing and as we think about integration, You know, we have, as I said, a very detailed thinking on how we will integrate. We have a disciplined way of thinking about the value creation and when we will do the different parts of this integration to ensure that we're getting those value pieces. But I feel great because I feel like we've been conservative and that we have strong line of sight to what we just shared in terms of both top line and bottom line.

Good. Maybe I can take your question on the debt. Yes, as we mentioned at the time of the close, that leverage will increase to 3.6 times. And we are confident that we can take this down to 2.5 times by the end of calendar year 2027. And so, you know, I think given the combination of Clorox and actually Gojo's strong cash flows, as well as we have the benefit of anticipated tax benefits in the first, you know, the first years that would be fairly material uh that will help us repay some of the debts and we're confident that we will reach our target leverage ratios uh while being able to continue support the dividends uh so i would say near term like balance discipline and you know and deleveraging as well as supporting dividend is really our priority and i will take priority over share repurchase so we don't have to expect to make any share repurchase until we reach our targeted debt-to-ibita ratio.

Okay, thank you very much. I'll pass it on.

And our next question comes from Kevin Grundy of PNP Parabas.

Okay, great. Good afternoon, everyone. Congrats on the deal. Two quick ones, I hope. Linda, can you, and Luke as well, maybe comment on the scope of the due diligence process and how you got comfortable with this, how you can get investors comfortable with this asset and integration risk. I guess just given some of the history with Clorox and perhaps some of the transactions which maybe did not perform as well as you would have hoped. And I ask that in the context. This is a decent-sized deal relative to the company's market cap. So maybe just some comments here around due diligence, comfort, and integration risk. And then I have a follow-up. Thanks.

Sure, Kevin. I'll get started. As you can imagine, we went through an extensive due diligence process on this and we went deep getting to know their business getting to know inside and out what's going on in regulatory manufacturing what goes on in innovation etc and we were really excited about what we saw and then we spent time thinking a lot about our own business and were we at the point where we felt that our businesses were on the right track according to our plan and we do and we spent a lot of time with our board of directors and our advisors ensuring that we were ready to go on integration. And your point is fair. We haven't made an acquisition in a while. But I do feel confident given we made two divestitures. And although that isn't nearly as complicated, you still have to unwind a lot of things in your company. And we did that seamlessly. But we've been spending time building capability in the space. The other thing I'd note is the comment that I made when Andrea asked her question. We've been fairly conservative in the assumptions on the synergies. And we have timed those to ensure that we are very, very thoughtful and disciplined on this integration. And we have a team ready to go once we close to get that going. But our board, our management team, we've been preparing for this moment for a while. We look at a lot of assets. This is absolutely the right asset for us in a place that we have shown strong performance for many, many years and where we're ready to jump on it, and we have full confidence we'll be able to execute as well as deliver on our core plan.

Okay. Yeah, I agree. Go ahead, Kevin.

No, please go ahead, Adam. I have an unrelated follow-up, if you don't mind. Thanks. Go ahead.

Oh, sure. No, I was going to re-emphasize that I think the acquisition case is based on a fairly conservative approach on cost synergies. So we have a high degree of confidence in achieving at least $50 million and seeing material upside. As we combine the businesses, we expect cost synergies across the entire structure and including material savings in supply chain, manufacturing, logistic, procurement. There's a lot of overlap and complementarity. But from a timing standpoint, we expect to see the majority of cost savings probably completed in the next two to three years. And that's actually reflecting what Linda just mentioned. There is really a strong governance and plan in place to both realize the synergies in an efficient manner while maintaining the strong and de-risk integration, as this is really our top priority.

Very good. Thanks for that, Luke. The quick follow-up, and I appreciate the time, just the ability to innovate in this product category. So I think, you know, historically, chlorine has been known, very good execution in some tough, tough categories, more prone to higher private label penetration. What would you say on the push to that? Is this not just kind of doubling down on another more commoditized sort of product category that's going to be more difficult and more sort of prone to private label penetration? So any comments you have on the innovation pipeline or in response to that sort of push would be appreciated, and I'll pass it on. Thank you very much.

Sure, Kevin. If you just look at the categories, they have tailwinds beyond what many of our categories have from a growth perspective. And those have been pretty durable tailwinds for a long time. And this business has grown for mid-single digits for a very, very long time. And even coming out of COVID with all of the noise of that, that's returned to that stability. So we feel very good that the categories are accretive and that innovation works in these categories. In the B2B space, this team is an incredible lineup of innovation, from the dispenser to the refills to the product. And maybe we'll show some of this coming up here at Cagney so that you can see it live in action. But they have a very sophisticated innovation department, very sophisticated on the dispenser technology and other things that will bring to life in Cagney in more detail. And then on the retail side, yeah, there's a lot of opportunity in form. We also see category expansion opportunities with the brand, but we have seen time and time again, these are the types of categories because brand matters so much, because product experience matters so much, just like they do in Clorox, that we are able to innovate, command a premium, and continue to advance the category. And the like, I'd say, Kevin, why we have so much confidence is not only Purell's performance on our own. And I'll return to the point. Our health and wellness business for 10-year CAGR 4%, that is significantly accretive to the company. And we've done that time and time again in a place I think many of you have argued could be commoditized. and has a risk of private label, but we've been able to create new experiences for people, make it more convenient, give different forms, take on new tasks. And there's plenty of room to do that in this category, just like we've proven, you know, for many, many years in our health and wellness business.

Okay. Thanks so much. Look forward to seeing you then at Cagney. Good luck.

Yeah.

Thanks, Kevin.

And our next question comes from Olivia Tong of Raymond James. Great.

Thanks. Good afternoon. Can you talk about what the growth for Purell looked like pre-COVID? Just, you know, was it also in that mid-single-digit percentage or what? But and then as you think about the opportunities ahead of you, can you talk about how this helps the existing business and whether you think there's more opportunity leveraging their B2B reach for the Clorox brands or your ability to bring Purell into more households? And then lastly, what do you think about the international opportunity here? And I guess just as importantly, your ability to capitalize on that international opportunity. Thanks, Olivia.

On the growth piece, this has been consistently growing mid-single digits for a very long time, decades. And of course, like any business, it can have ups and downs depending on the year. And certainly COVID was a time where there was incredible growth and then had to come back just like we did from a wipes and other disinfectant perspective. But this has been a mid-single digit grower for a very, very long time, consistent with what their last year CAGR was at 5%. And again, we see opportunities to go beyond that, given the combination of the two companies. On the existing business upside, what we're really creating here is a scaled end-to-end solution. And that's true both on the retail side, and I'll maybe give you an example of how that could look, and then certainly on the B2B side. From a B2B perspective, I mentioned a little bit about this, but we have a lot of strength in some verticals, and they actually have a lot of strength and complementary verticals, and we think a bundled offering creates more relevance to those end users and opens up more conversations, more opportunities to sell, because in the B2B space, you don't want to be working with a bunch of small manufacturers, et cetera, and Purell has very deep relationships in the B2B space. We have good relationships as well, but they happen to be in different verticals, and so we see the cross-selling opportunity of our powerful Clorox and other brands we saw in professional, and Purell is additive to growth and something that we couldn't do alone. And then on the retail side, let me just give you an example of how this might come to life. You know, today we have a very big cold and flu program, for example. Back to school is another time where we're really introducing people to our products, and it's been fundamental to household penetration growth over the long run and fundamental to that 4% CAGR that I spoke about over the last 10 years. It's an opportunity to create scale with a solution for skin health and hygiene, surface health and hygiene that we haven't had before in a more material way. And these are the things where one and one starts to equal three. And we're pretty excited about those opportunities. In addition to applying scaled capabilities in this space, things that we're doing on consumer insights, you know, internally, we get a lot of scale from that end to end solution. But we really think this is an opportunity to lead even more than we do in health and hygiene in both retail and b2b and unlock opportunities we just couldn't do on our own international Olivia I'm gonna before you have to correct me for not answering that one let me jump in and cover international you we have very little international upside if any really in our in our our case and so that they do have an international business it's about the same slightly smaller percentage wise than ours is you know ours is about 15% there's a slightly lower than that but here's how I would think about it you know this is one just like we have in our health and hygiene business in international it has been a strong grower you see our international business growing mid single digits it's mostly a cleaning business and we will approach this the same way as upside you know where we have opportunities to create scale in the markets that we're in where Purell maybe already is or is not we will do that work of course we will first deliver the valuation case but we are absolutely looking at opportunities that we could take this and expand our growth in international.

Thanks, guys. Back to block. Thanks, Olivia.

And our next question comes from Chris Carey of Wells Fargo.

Hi, everybody. Good evening. So, yeah, just maybe a more bigger picture and So, we have a transaction today, you know, which is a form of doubling down on, you know, cleaning and your kind of core categories, core competencies. We have a, you know, recent transaction to exit the VMS business. There's been some consolidation in international, you know, do you think it's overreach to view this as a broader strategy to, you know, refocus or increasingly focus the portfolio behind areas that you have scale. And, you know, we get questions all the time about just, you know, why the portfolio is the way it is and, you know, what is the long-term vision? Are we – is it fair to think this is the construct of, you know, a broader thought process on the portfolio, which is evolving as we're seeing, sluggish category growth rates at high levels of competition, a higher level of focus on portfolio at the board level, or is this just an interesting opportunity that you've been watching for some time that kind of came together? Just love any thoughts on that, any sort of context that you could provide on kind of the bigger picture and what it all means with the longer-term aspirations of your business. That would be helpful. Thanks.

Yeah, Chris. This is absolutely leading into our strengths. And let me maybe back up to why. When we first launched our Ignite strategy back in 2019, we spoke about evolving our portfolio being a very important component and that we wanted to increase the health of our core business, but we also wanted to lean into consumer trends and that we were looking for businesses that were accretive to growth for us and profitable. And of course, the last five years have been quite busy since we released that strategy, you know, between COVID and cyber attack and everything that's been going on, but we've been diligent at work looking for what is the right place where we could place a bet. And clearly we feel very strongly that our business in health and wellness is very strong and something we can build upon, create more scale. We have advantage and we've proven it time and time again. We can grow market share. You know, we have sales accreted to the company at 4%. And if you think about the size of that business, you're nearly 40% of our businesses in the health and wellness segment. And then if you look at international, which grows mid single digits, you know, that adds another 15%. So we do see this as a move of getting stronger where we're strong. And of course, we'll continue to evaluate our portfolio with that lens. We're always doing that with our board. We were ready to go when this opportunity presented itself because of that work. And we remain open to other portfolio moves that are aligned with our strategic position and continuing to make us a stronger, more resilient, faster-growing company.

Thank you.

Thanks, Chris.

And our next question comes from Steve Powers of Deutsche Bank.

Thank you very much. I don't think these have been covered. I'm sorry I joined a little bit late. The first one is just on the, I guess, the manufacturing process for the Puro brand and the supply chain, I think that's mostly manufactured in-house, if you can confirm or discuss that. And to the extent that it is, can you talk about just, I guess, the capacity and whether, based on your growth aspirations, there's growth capex and cash costs that we should think about associated with the, I guess, the asset intensity of the business?

Hi, Steve. Yeah, thanks. no this is an incremental question so thanks for asking a manufacturing this is one of the areas we were so excited to learn about as we got to know this company they are in-house manufactured vertically integrated and they invested in significant capacity during kovid and we have plenty of room to grow we also have room to drive the synergies that Luke spoke about that 50 million dollars come in a number of formats manufacturing included and our ability to use some of that capacity and including other places like procurement logistics etc but they have state-of-the-art manufacturing facilities you know and of course products with with all the patents that they run through there but

they have a very very strong and a place for a very strong manufacturing process and discipline and something that looks just like the Clark's company and that's why we're so confident in the integration perfect thank you for that And then, I guess, on the margin profile of the business, I guess the gross margin profile relative to the current portfolio and if there are, I guess, any differences between B2B and retail and, you know, to the extent that the business shifts over time, mix shifts over time more to consumer and retail. just incremental advertising needs, just how the P&L of the PRL business may evolve to the extent that there is an evolution to think about there.

Yes, I can take that. So not in like a professional business, there's a few differences when you look at the line item on the P&L. For example, you mentioned it, gross margin is a little lower, but operating expenses as well are lower. Over time, I think what we probably will see is the benefit of the synergies that probably be like the biggest incremental change. And you might, you know, as we, there's an acceleration potentially on the consumer side. We could see some change in advertising and sales promo. So maybe just a balance. But net, you know, we expect margin to increase going forward, mainly driven by the benefit of the synergies.

Thank you both. Appreciate it.

Thank you.

And this concludes the question and answer session. Ms. Rendell, I would now like to turn the program back to you for some closing remarks.

Thank you for your questions today. As we close out the call, let me leave you with a few final thoughts. The acquisition of Gojo Industries expands Clorox leadership in health and hygiene. It builds on our strengths, leverages our unique advantages to accelerate Purell's growth, and will enhance our B2B offering. Importantly, today's announcement reflects continued progress against our strategy. As you've seen, we've been executing a series of deliberate value-creating actions to accelerate profitable growth. This has included expanding our participation in attractive categories, fueling brand-led and consumer-driven innovation, modernizing our capabilities, including our digital transformation, streamlining our organization, and importantly, evolving our portfolio. Today's transaction represents us leaning into our largest, fastest-growing and most profitable segment, health and wellness. In closing, I'm excited about this compelling opportunity for Clorox, and I'm confident in our ability to execute and create long-term value for shareholders, customers, and teammates. Thanks again, and we look forward to sharing more on our Q2 earnings call on February 3rd.

This concludes today's conference call. Thank you for attending.