10-Q 1 clx-20220930.htm 10-Q clx-20220930
0000021076false6/30Q1202300000210762022-07-012022-09-3000000210762022-10-18xbrli:sharesiso4217:USD00000210762021-07-012021-09-30iso4217:USDxbrli:shares00000210762022-09-3000000210762022-06-3000000210762021-06-3000000210762021-09-300000021076srt:MinimumMember2022-09-300000021076srt:MaximumMember2022-09-300000021076srt:ScenarioForecastMember2023-06-300000021076clx:CostOfGoodsAndServicesSoldMember2022-07-012022-09-300000021076us-gaap:SellingGeneralAndAdministrativeExpensesMember2022-07-012022-09-300000021076clx:OtherIncomeExpenseNetMember2022-07-012022-09-300000021076us-gaap:EmployeeSeveranceMember2022-06-300000021076us-gaap:OtherRestructuringMember2022-06-300000021076us-gaap:EmployeeSeveranceMember2022-07-012022-09-300000021076us-gaap:OtherRestructuringMember2022-07-012022-09-300000021076us-gaap:EmployeeSeveranceMember2022-09-300000021076us-gaap:OtherRestructuringMember2022-09-300000021076clx:TotalCommodityPurchaseDerivativeContractsMember2022-07-012022-09-300000021076clx:TotalCommodityPurchaseDerivativeContractsMember2022-09-300000021076clx:TotalCommodityPurchaseDerivativeContractsMember2022-06-300000021076us-gaap:ForeignExchangeContractMemberclx:PurchasesofInventoryMember2022-09-300000021076us-gaap:ForeignExchangeContractMemberclx:PurchasesofInventoryMember2022-06-300000021076us-gaap:CommodityContractMember2022-07-012022-09-300000021076us-gaap:CommodityContractMember2021-07-012021-09-300000021076us-gaap:ForeignExchangeContractMember2022-07-012022-09-300000021076us-gaap:ForeignExchangeContractMember2021-07-012021-09-300000021076us-gaap:InterestRateContractMember2022-07-012022-09-300000021076us-gaap:InterestRateContractMember2021-07-012021-09-300000021076us-gaap:CommodityContractMember2022-09-300000021076us-gaap:CommodityContractMember2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:CommodityContractMember2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMember2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMember2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMember2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeForwardMember2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-06-300000021076us-gaap:MoneyMarketFundsMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076us-gaap:MoneyMarketFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076us-gaap:MoneyMarketFundsMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076us-gaap:MoneyMarketFundsMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberclx:TrustAssetsForNonqualifiedDeferredCompensationPlansMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076clx:TrustAssetsForNonqualifiedDeferredCompensationPlansMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberclx:TrustAssetsForNonqualifiedDeferredCompensationPlansMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076clx:TrustAssetsForNonqualifiedDeferredCompensationPlansMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2022-06-300000021076clx:NotesAndLoansPayableMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2022-09-300000021076clx:NotesAndLoansPayableMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2022-09-300000021076clx:NotesAndLoansPayableMemberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2022-06-300000021076clx:NotesAndLoansPayableMemberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2022-06-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:LongTermDebtMemberus-gaap:FairValueInputsLevel2Member2022-09-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:LongTermDebtMemberus-gaap:FairValueInputsLevel2Member2022-09-300000021076us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:LongTermDebtMemberus-gaap:FairValueInputsLevel2Member2022-06-300000021076us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:LongTermDebtMemberus-gaap:FairValueInputsLevel2Member2022-06-30xbrli:pure0000021076us-gaap:CommonStockMember2021-06-300000021076us-gaap:AdditionalPaidInCapitalMember2021-06-300000021076us-gaap:RetainedEarningsMember2021-06-300000021076us-gaap:TreasuryStockCommonMember2021-06-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-06-300000021076us-gaap:NoncontrollingInterestMember2021-06-300000021076us-gaap:RetainedEarningsMember2021-07-012021-09-300000021076us-gaap:NoncontrollingInterestMember2021-07-012021-09-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-07-012021-09-300000021076us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-300000021076us-gaap:TreasuryStockCommonMember2021-07-012021-09-300000021076us-gaap:CommonStockMember2021-09-300000021076us-gaap:AdditionalPaidInCapitalMember2021-09-300000021076us-gaap:RetainedEarningsMember2021-09-300000021076us-gaap:TreasuryStockCommonMember2021-09-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-09-300000021076us-gaap:NoncontrollingInterestMember2021-09-300000021076us-gaap:CommonStockMember2022-06-300000021076us-gaap:AdditionalPaidInCapitalMember2022-06-300000021076us-gaap:RetainedEarningsMember2022-06-300000021076us-gaap:TreasuryStockCommonMember2022-06-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300000021076us-gaap:NoncontrollingInterestMember2022-06-300000021076us-gaap:RetainedEarningsMember2022-07-012022-09-300000021076us-gaap:NoncontrollingInterestMember2022-07-012022-09-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000021076us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300000021076us-gaap:TreasuryStockCommonMember2022-07-012022-09-300000021076us-gaap:CommonStockMember2022-09-300000021076us-gaap:AdditionalPaidInCapitalMember2022-09-300000021076us-gaap:RetainedEarningsMember2022-09-300000021076us-gaap:TreasuryStockCommonMember2022-09-300000021076us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300000021076us-gaap:NoncontrollingInterestMember2022-09-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2021-06-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-06-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-06-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2021-07-012021-09-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-07-012021-09-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-07-012021-09-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2021-09-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2021-09-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-09-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2022-06-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-06-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-06-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2022-07-012022-09-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-07-012022-09-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-07-012022-09-300000021076us-gaap:AccumulatedTranslationAdjustmentMember2022-09-300000021076us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember2022-09-300000021076us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-09-300000021076clx:LongTermInterCompanyLoansMember2021-07-012021-09-300000021076clx:LongTermInterCompanyLoansMember2022-07-012022-09-300000021076srt:MinimumMemberclx:RetirementIncomeMember2022-05-172022-05-170000021076clx:RetirementIncomeMembersrt:MaximumMember2022-05-172022-05-170000021076us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberclx:RetirementIncomeMember2022-07-012022-09-300000021076us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMemberclx:RetirementIncomeMember2021-07-012021-09-300000021076clx:RetirementIncomeMembercountry:US2022-07-012022-09-300000021076clx:RetirementIncomeMembercountry:US2021-07-012021-09-300000021076clx:AlamedaCountyCaliforniaMatterMember2022-09-300000021076clx:AlamedaCountyCaliforniaMatterMember2022-06-300000021076clx:AlamedaCountyCaliforniaMatterMember2022-07-012022-09-300000021076clx:DickinsonCountyMichiganMatterMember2022-09-300000021076clx:DickinsonCountyMichiganMatterMember2022-06-300000021076clx:DickinsonCountyMichiganMatterMember2022-07-012022-09-30clx:reportableSegment0000021076clx:HealthAndWellnessMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300000021076clx:HealthAndWellnessMemberus-gaap:OperatingSegmentsMember2021-07-012021-09-300000021076us-gaap:OperatingSegmentsMemberclx:HouseholdMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberclx:HouseholdMember2021-07-012021-09-300000021076us-gaap:OperatingSegmentsMemberclx:LifestyleMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberclx:LifestyleMember2021-07-012021-09-300000021076us-gaap:OperatingSegmentsMemberclx:InternationalMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberclx:InternationalMember2021-07-012021-09-300000021076us-gaap:CorporateNonSegmentMember2022-07-012022-09-300000021076us-gaap:CorporateNonSegmentMember2021-07-012021-09-300000021076clx:HealthAndWellnessMemberus-gaap:OperatingSegmentsMemberus-gaap:ProductConcentrationRiskMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberus-gaap:ProductConcentrationRiskMemberclx:HouseholdMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberus-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076us-gaap:OperatingSegmentsMemberus-gaap:ProductConcentrationRiskMemberclx:InternationalMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076us-gaap:CorporateNonSegmentMemberus-gaap:ProductConcentrationRiskMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:RestructuringAndRelatedCostsBenchmarkMember2022-07-012022-09-300000021076clx:WalmartStoresIncMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:WalmartStoresIncMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:HealthAndWellnessMemberclx:CleaningMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:HealthAndWellnessMemberclx:CleaningMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:ProfessionalProductsMemberclx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:ProfessionalProductsMemberclx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberclx:VitaminsMineralsAndSupplementsMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberclx:VitaminsMineralsAndSupplementsMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:HealthAndWellnessMemberus-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:BagsWrapsAndContainersMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:BagsWrapsAndContainersMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:GrillingMemberus-gaap:ProductConcentrationRiskMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:GrillingMemberus-gaap:ProductConcentrationRiskMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:CatLitterMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:CatLitterMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:HouseholdMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberclx:FoodProductsMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberclx:FoodProductsMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076clx:NaturalPersonalCareMemberus-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076clx:NaturalPersonalCareMemberus-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMemberclx:WaterFiltrationMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMemberclx:WaterFiltrationMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:LifestyleMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:InternationalMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberclx:InternationalMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-300000021076us-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2022-07-012022-09-300000021076us-gaap:ProductConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2021-07-012021-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                to
Commission File Number: 1-07151
clx-20220930_g1.jpg
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter) 
Delaware31-0595760
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1221 Broadway, Oakland, California, 94612-1888
(Address of principal executive offices) (Zip code)
(510) 271-7000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
___________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - $1.00 par valueCLXNew York Stock Exchange
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

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 such files). Yes  No 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  
Large accelerated filerAccelerated filerNon-accelerated filerSmaller Reporting CompanyEmerging Growth Company

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 
 
As of October 18, 2022, there were 123,384,797 shares outstanding of the registrant’s common stock ($1.00 par value).
1


PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The Clorox Company
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited)
(Dollars in millions, except per share data)
Three Months Ended
9/30/20229/30/2021
Net sales$1,740 $1,806 
Cost of products sold1,114 1,136 
Gross profit626 670 
Selling and administrative expenses261 236 
Advertising costs161 182 
Research and development costs32 33 
Interest expense22 25 
Other (income) expense, net34 9 
Earnings before income taxes116 185 
Income taxes29 42 
Net earnings 87 143 
Less: Net earnings attributable to noncontrolling interests21 
Net earnings attributable to Clorox$85 $142 
Net earnings per share attributable to Clorox
Basic net earnings per share$0.69 $1.15 
Diluted net earnings per share$0.68 $1.14 
Weighted average shares outstanding (in thousands)
Basic123,339 122,980 
Diluted123,914 124,042 
Comprehensive income$51 $122 
Less: Total comprehensive income attributable to noncontrolling interests21 
Total comprehensive income attributable to Clorox$49 $121 

See Notes to Condensed Consolidated Financial Statements (Unaudited)
2


The Clorox Company
Condensed Consolidated Balance Sheets
(Dollars in millions, except per share data)
9/30/20226/30/2022
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$278 $183 
Receivables, net612 681 
Inventories, net755 755 
Prepaid expenses and other current assets118 106 
Total current assets1,763 1,725 
Property, plant and equipment, net of accumulated depreciation and amortization
        of $2,575 and $2,530, respectively
1,322 1,334 
Operating lease right-of-use assets336 342 
Goodwill1,546 1,558 
Trademarks, net685 687 
Other intangible assets, net190 197 
Other assets311 315 
Total assets$6,153 $6,158 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable$348 $237 
Current operating lease liabilities78 78 
Accounts payable and accrued liabilities1,584 1,469 
Total current liabilities2,010 1,784 
Long-term debt2,475 2,474 
Long-term operating lease liabilities308 314 
Other liabilities805 791 
Deferred income taxes59 66 
Total liabilities5,657 5,429 
Commitments and contingencies
Stockholders’ equity
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding
  
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of September 30, 2022 and June 30, 2022; and 123,355,986 and 123,152,132 shares outstanding as of September 30, 2022 and June 30, 2022, respectively
131 131 
Additional paid-in capital1,193 1,202 
Retained earnings832 1,048 
Treasury stock, at cost: 7,385,475 and 7,589,329 shares as of September 30, 2022
        and June 30, 2022, respectively
(1,315)(1,346)
Accumulated other comprehensive net (loss) income(515)(479)
Total Clorox stockholders’ equity326 556 
Noncontrolling interests170 173 
Total stockholders’ equity496 729 
Total liabilities and stockholders’ equity$6,153 $6,158 

See Notes to Condensed Consolidated Financial Statements (Unaudited)
3


The Clorox Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)
Three Months Ended
9/30/20229/30/2021
Operating activities:
Net earnings$87 $143 
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization56 55 
Stock-based compensation10 9 
Deferred income taxes(5)2 
Other16 8 
Changes in:
Receivables, net63 (53)
Inventories, net(6)(37)
Prepaid expenses and other current assets(30)(14)
Accounts payable and accrued liabilities(28)(96)
Operating lease right-of-use assets and liabilities, net1  
Income taxes payable / prepaid14 24 
Net cash provided by operations178 41 
Investing activities:
Capital expenditures(46)(52)
Other1 (4)
Net cash used for investing activities(45)(56)
Financing activities:
Notes and loans payable, net111 86 
Treasury stock purchased (25)
Cash dividends paid to Clorox stockholders(145)(142)
Issuance of common stock for employee stock plans and other(1)(11)
Net cash used for financing activities(35)(92)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(4)(3)
Net increase (decrease) in cash, cash equivalents, and restricted cash94 (110)
Cash, cash equivalents, and restricted cash:
Beginning of period186 324 
End of period$280 $214 


See Notes to Condensed Consolidated Financial Statements (Unaudited)
4


The Clorox Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in millions, except per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2022 and 2021, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2022, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
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, non-cash 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.
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. As these amendments relate to disclosures only, there were no impacts expected to the Company’s consolidated results of operations, financial position and cash flows.

NOTE 2. RESTRUCTURING AND RELATED COSTS
In the first quarter of fiscal year 2023, the Company began recognizing costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster. The Company anticipates the implementation of this new model will be completed in fiscal year 2024, with different phases occurring throughout the implementation period.
The Company anticipates incurring approximately $75 to $100 of costs in fiscal years 2023 and 2024 related to this initiative, of which approximately $35 is expected to be incurred in fiscal year 2023. Related costs are primarily expected to include employee-related costs to reduce certain staffing levels such as severance payments, as well as for consulting and other costs. Costs incurred are expected to be settled primarily in cash.
5


Restructuring and related implementation costs, net were $19 for the three months ended September 30, 2022. The following table summarizes 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.
Three Months Ended
9/30/2022
Costs of products sold
$(1)
Selling and administrative expenses
1
Other (income) expense, net:
Employee-related costs
19
Total, net
$19 
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 future streamlined operating model, related processes and other professional fees incurred.
Charges for restructuring and related implementation costs are recorded in the Corporate segment as these initiatives are centrally directed and controlled and are not included in internal measures of segment operating performance.
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:
Employee-Related CostsOtherTotal
Accrual Balance as of June 30, 2022
$ $ $ 
Charges19322
Cash payments   
Accrual Balance as of September 30, 2022
$19 $3 $22 


6


NOTE 3. INVENTORIES, NET
Inventories, net, consisted of the following as of:
9/30/20226/30/2022
Finished goods$639 $593 
Raw materials and packaging200 191 
Work in process15 16 
LIFO allowances(94)(40)
Total inventories, net$760 $760 
Less: Noncurrent inventories, net (1)
5 5 
Total current inventories, net$755 $755 
(1) Noncurrent inventories, net is recorded in Other assets.

NOTE 4. 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 are generally for a period of no longer than two years. Commodity purchase and options 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 September 30, 2022, and June 30, 2022, the notional amount of commodity derivatives was $30 and $27, respectively, which related primarily to exposures in soybean oil used for the Food products business and jet fuel used for the Grilling business.
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 durations of no longer than two 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 $13 and $31 as of September 30, 2022 and June 30, 2022, 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 durations of less than three years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The Company held no interest rate contracts as of September 30, 2022 and June 30, 2022.
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.
7

NOTE 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings were as follows:
Gains (losses) recognized in Other comprehensive (loss) income
Three Months Ended
9/30/20229/30/2021
Commodity purchase derivative contracts$(3)$ 
Foreign exchange derivative contracts1 1 
Interest rate derivative contracts 3 
Total$(2)$4 

Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earningsGains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
Three Months Ended
9/30/20229/30/2021
Commodity purchase derivative contractsCost of products sold$4 $5 
Foreign exchange derivative contractsCost of products sold1  
Interest rate derivative contractsInterest expense3 (2)
Total$8 $3 

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of September 30, 2022 that is expected to be reclassified into Net earnings within the next twelve months is $11.
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 held as of both September 30, 2022 and June 30, 2022, none contained such terms. As of both September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, 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 September 30, 2022 and June 30, 2022, the Company maintained cash margin balances related to exchange traded futures and options contracts of $2 and $1, respectively, which are classified as Prepaid expenses and other current assets on the condensed consolidated balance sheets.

8

NOTE 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
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 condensed consolidated balance sheets. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the condensed 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 both September 30, 2022 and June 30, 2022, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis 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.
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:
 9/30/20226/30/2022
Balance Sheet
Classification
Fair Value
Hierarchy
Level
Carrying
Amount
Estimated
Fair
Value
Carrying
Amount
Estimated
Fair
Value
Assets
Commodity purchase options contractsPrepaid expenses and other current assets1$1 $1 $ $ 
Commodity purchase swaps contractsPrepaid expenses and other current assets22 2 6 6 
Foreign exchange forward contractsPrepaid expenses and other current assets21 1 1 1 
 $4 $4 $7 $7 
Liabilities
Commodity purchase futures contractsAccounts payable and accrued liabilities11 1 1 1 
$1 $1 $1 $1 
9

NOTE 4. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
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:
 9/30/20226/30/2022
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$168 $168 $86 $86 
Time deposits
Cash and cash
equivalents (1)
24 4 4 4 
Trust assets for nonqualified deferred compensation plansOther assets1118 118 119 119 
 $290 $290 $209 $209 
Liabilities
Notes and loans payable
Notes and loans payable (2)
2$348 $348 $237 $237 
Current maturities of long-term debt and Long-term debt
Current maturities of long-
term debt and Long-term
debt (3)
22,475 2,258 2,474 2,386 
$2,823 $2,606 $2,711 $2,623 
(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)Current maturities of long-term debt and Long-term debt are recorded at cost. The fair value of Long-term debt, including current maturities, was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.


NOTE 5. INCOME TAXES
In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings was 25.0% and 22.6% for the three months ended September 30, 2022 and 2021, respectively.
The Inflation Reduction Act (the “Act”) was signed into law on August 16, 2022. The Act introduces a new 15% corporate minimum tax for certain large corporations that becomes effective at the beginning of the Company’s fiscal 2024 and it imposes a 1% excise tax on the value of share repurchases, net of new share issuances, after December 31, 2022. These provisions, as well as the other corporate tax changes included in the Act, are not expected to have a material impact on the Company’s financial statements.


10


NOTE 6. 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:
Three Months Ended
9/30/20229/30/2021
Basic123,339122,980
Dilutive effect of stock options and other5751,062
Diluted123,914124,042
Antidilutive stock options and other2,9831,068 
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.


NOTE 7. COMPREHENSIVE INCOME (LOSS)
The following table provides a summary of Comprehensive income (loss) for the periods indicated:
Three Months Ended
9/30/20229/30/2021
Net earnings $87 $143 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(29)(23)
Net unrealized gains (losses) on derivatives(8)1 
Pension and postretirement benefit adjustments1 1 
Total other comprehensive (loss) income, net of tax(36)(21)
Comprehensive income51 122 
Less: Total comprehensive income attributable to noncontrolling interests2 1 
Total comprehensive income attributable to Clorox$49 $121 

11


NOTE 8. STOCKHOLDERS EQUITY
Changes in the components of Stockholders’ equity were as follows for the periods indicated:
Three Months Ended September 30
(Dollars in millions except per share data; shares in thousands)
Common StockAdditional Paid-in CapitalRetained EarningsTreasury StockAccumulated
Other
Comprehensive
Net (Loss) Income
Non controlling interestsTotal Stockholders’ Equity
AmountShares AmountShares
Balance as of June 30, 2021$131 130,741 $1,186 $1,036 $(1,396)(7,961)$(546)$181 $592 
Net earnings— — — 142 — — — 1 143 
Other comprehensive (loss) income— — — — — — (21)— (21)
Dividends to Clorox stockholders ($1.16 per share declared)
— — — (143)— — — — (143)
Dividends to noncontrolling interests— — — — — — — (3)(3)
Stock-based compensation— — 9 — — — — — 9 
Other employee stock plan activities— — (29)(8)32 228 — — (5)
Treasury stock purchased— — — — (25)(152)— — (25)
Balance as of September 30, 2021$131 130,741 $1,166 $1,027 $(1,389)(7,885)$(567)$179 $547 
Balance as of June 30, 2022$131 130,741 $1,202 $1,048 $(1,346)(7,589)$(479)$173 $729 
Net earnings— — — 85 — — — 2 87 
Other comprehensive (loss) income— — — — — — (36)— (36)
Dividends to Clorox stockholders ($2.36 per share declared)
— — — (293)— — — — (293)
Dividends to noncontrolling interests— — — — — — — (5)(5)
Stock-based compensation— — 10 — — — — — 10 
Other employee stock plan activities— — (19)(8)31 204 — — 4 
Balance as of September 30, 2022$131 130,741 $1,193 $832 $(1,315)(7,385)$(515)$170 $496 

12

NOTE 8. STOCKHOLDERS’ EQUITY (Continued)
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:
Three Months Ended September 30
Foreign currency translation adjustmentsNet unrealized gains (losses) on derivativesPension and postretirement benefit adjustmentsAccumulated other comprehensive net (loss) income
Balance as of June 30, 2021$(403)$21 $(164)$(546)
Other comprehensive (loss) income before reclassifications(22)4  (18)
Amounts reclassified from Accumulated other comprehensive net (loss) income (3)2 (1)
Income tax benefit (expense)(1) (1)(2)
Net current period other comprehensive (loss) income(23)1 1 (21)
Balance as of September 30, 2021$(426)$22 $(163)$(567)
Balance as of June 30, 2022$(448)$121 $(152)$(479)
Other comprehensive (loss) income before reclassifications(29)(2) (31)
Amounts reclassified from Accumulated other comprehensive net (loss) income (8)1 (7)
Income tax benefit (expense), and other 2  2 
Net current period other comprehensive (loss) income(29)(8)1 (36)
Balance as of September 30, 2022$(477)$113 $(151)$(515)
Included in foreign currency translation adjustments are remeasurement losses on long-term intercompany loans where settlement is not planned or anticipated in the foreseeable future. There were no amounts associated with these loans reclassified from Accumulated other comprehensive net (loss) income for the periods presented.
13


NOTE 9. EMPLOYEE BENEFIT PLANS
The Company has a domestic qualified pension plan (the Plan). The Plan is frozen for all participants. The Plan generally was frozen effective June 30, 2011 for all employees, except for certain collectively bargained employees, whose Plan freeze was effective January 1, 2019. As a result of the Plan freeze, no employees are eligible to commence participation in the Plan or accrue any additional benefits under the Plan.
On May 17, 2022, the Company’s Board of Directors approved a resolution to terminate the Plan. The amendment will allow the settlement of the pension obligation with either a lump sum payout or a purchased annuity. It is expected to take 18 to 24 months to complete the termination from the date of the approved resolution to terminate the Plan. The completion of the process of offering and accepting lump sum elections are dependent on when certain regulatory approvals are obtained. Currently, there is not enough information available to determine the ultimate charge of the termination. The Plan is fully funded under specified Employee Retirement Income Security Act (ERISA) funding rules as of September 30, 2022.
The following table summarizes the components of net periodic benefit cost for the Company’s retirement income plans:
Three Months Ended
9/30/20229/30/2021
Interest cost$5 $4 
Expected return on plan assets (1)
(3)(4)
Amortization of unrecognized items2 2 
Total$4 $2 
(1) The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2023 net periodic benefit cost is 2.7%.
The net periodic benefit cost for the Company’s retirement health care plans was $0 for both the three months ended September 30, 2022 and 2021.
During the three months ended September 30, 2022 and 2021, the Company made $2 and $3 in contributions to its domestic retirement income plans, respectively.
Service cost component of the net periodic benefit cost, if any, is reflected in employee benefit costs, all other components are reflected in Other (income) expense, net.

NOTE 10. OTHER CONTINGENCIES AND GUARANTEES
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 September 30, 2022 and June 30, 2022, respectively, for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $13 and $14 of the recorded liability as of September 30, 2022 and June 30, 2022, respectively, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing the site and included estimates of the related costs. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study. 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, which has not resulted in a change to the recorded liability. While the Company believes its latest estimates of remediation costs 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 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 $9 of the recorded liability as of both September 30, 2022 and June 30, 2022. This amount reflects the Company’s agreement to be liable for 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
14

NOTE 10: OTHER CONTINGENCIES AND GUARANTEES (continued)
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. 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 condensed consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company may provide typical 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 condensed consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned as of both September 30, 2022 and June 30, 2022.
The Company was a party to letters of credit of $15 as of September 30, 2022, primarily related to its insurance carriers, of which $0 had been drawn upon.

15


NOTE 11. SEGMENT RESULTS
The Company operates through strategic business units (SBUs) that are also the Company’s operating segments. The SBUs are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International.
Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets 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.
The tables below present reportable segment information and a reconciliation of the segment information to the Company’s consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate.
Net sales
Three Months Ended
9/30/20229/30/2021
Health and Wellness$712 $745 
Household423 442 
Lifestyle320 331 
International285 288 
Total$1,740 $1,806 
Earnings (losses) before income taxes
Three Months Ended
9/30/20229/30/2021
Health and Wellness$115 $105 
Household22 36 
Lifestyle60 93 
International23 30 
Corporate (1)
(104)(79)
Total$116 $185 
(1) The earnings (losses) before income taxes for Corporate includes restructuring and related implementation costs, net for the streamlined operating model of $19 for the three-months ended September 30, 2022. While recorded within the Corporate segment, for informational purposes the following table provides the approximate restructuring and related implementation costs, net corresponding to the Company’s reportable segments as a percentage of the total costs:
Three Months Ended
9/30/2022
Health and Wellness6 %
Household 
Lifestyle5 
International19 
Corporate70 
Total100 %
All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.
Net sales to the Company’s largest customer, Walmart Inc. and its affiliates, as a percentage of consolidated net sales, were 27% and 25% for the three months ended September 30, 2022 and 2021, respectively.
16

NOTE 11. SEGMENT RESULTS (Continued)
The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by SBU, for the periods indicated:
Net sales
Three Months Ended
9/30/20229/30/2021
Cleaning33 %33 %
Professional Products5 5 
Vitamins, Minerals and Supplements3 3 
Health and Wellness41 %41 %
Bags and Wraps11 12 
Grilling5 6 
Cat Litter8 7 
Household24 %25 %
Food10 9 
Natural Personal Care4 4 
Water Filtration5 5 
Lifestyle19 %18 %
International16 %16 %
Total100 %100 %



17


Item 2. 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. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with MD&A and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, which was filed with the SEC on August 10, 2022, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this Report). Unless otherwise noted, MD&A compares the three month periods ended September 30, 2022 (the current period) to the three month periods ended September 30, 2021 (the prior period), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate.

EXECUTIVE OVERVIEW
Clorox is a leading multinational manufacturer and marketer of consumer and professional products with approximately 9,000 employees worldwide. Clorox sells its products 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 products, Pine-Sol® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Fresh Step® cat litter; Glad® bags and wraps; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; Burt’s Bees® natural personal care products; and RenewLife®, Rainbow Light®, Natural Vitality® and NeoCell® vitamins, minerals and supplements. 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 has operations in more than 25 countries or territories and sells its products in more than 100 markets.
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.
The Company operates through strategic business units (SBUs) that are also the Company’s operating segments. These SBUs are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. These four reportable segments consist of the following:
Health and Wellness consists of cleaning products, professional products and vitamins, minerals and supplements mainly marketed and sold in the U.S. Products within this segment include cleaning products such as laundry additives and home care products, primarily under the Clorox®, Clorox2®, Scentiva®, Pine-Sol, Liquid-Plumr, Tilex® and Formula 409® brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; professional food service products under the Hidden Valley brand; and vitamins, minerals and supplements under the RenewLife, Natural Vitality, NeoCell and Rainbow Light brands.
Household consists of bags and wraps, grilling products and cat litter marketed and sold in the U.S. Products within this segment include bags and wraps under the Glad brand; grilling products under the Kingsford brand; and cat litter primarily under the Fresh Step and Scoop Away® brands.
Lifestyle consists of food, natural personal care products and water-filtration products marketed and sold in the U.S. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; natural personal care products under the Burt’s Bees brand; and water-filtration products under the Brita brand.
International consists of products sold outside the U.S. Products within this segment include laundry additives, home care products, water-filtration products, digestive health products; grilling products; cat litter; food; bags and wraps; natural personal care products; and professional cleaning and disinfecting products marketed primarily under the Clorox, Ayudin®, Clorinda®, Poett, Pine-Sol, Glad, Brita, RenewLife, Ever Clean® and Burt’s Bees brands.
18


RECENT EVENTS AFFECTING THE COMPANY
For the fiscal quarter ended September 30, 2022, the Company continued to experience supply chain disruptions including the impacts of cost inflation resulting in persistently high manufacturing and logistics costs as well as higher commodity costs. In addition to these evolving challenges, ongoing uncertainties and economic and social disruptions remained present due to the continued effects of the coronavirus (COVID-19) pandemic, which were further heightened by the conflict in Ukraine that began in the previous fiscal year.
While demand for many of the products across the Company's portfolio remained strong compared to pre-pandemic levels, it has moderated versus the initial periods of the COVID-19 pandemic. An inflationary environment marked by supply chain disruptions, higher manufacturing and logistics costs and higher commodity costs is expected to continue through fiscal year 2023. While we have not experienced significant disruptions in our operations during fiscal year 2023 to date, 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 2023, the Company’s focus will be on addressing supply chain disruptions and volatility in commodity costs and foreign exchange markets and countering inflationary pressures through pricing actions and cost-cutting measures. In order to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster, the Company has announced a streamlined operating model to be implemented over the course of fiscal years 2023 and 2024.
The impact of continued inflationary pressures and geopolitical events, specifically the conflict in Ukraine, have increased global economic and political uncertainty due to the uncertainty around the duration and resolution of the conflict and potential economic and global supply chain disruptions. Additionally, the extent of COVID-19’s effect on the Company’s operational and financial performance in the future will depend on future developments, including the duration, spread, intensity and phase of the pandemic in different countries, the emergence of COVID-19 variants and the effectiveness of vaccines against these variants, the Company’s continued ability to manufacture and distribute its products, any future government actions affecting consumers, our business operations, including any vaccine mandates, or the economy in general, and effectiveness of global vaccines. All of these factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
For additional information on the impacts and our response to the coronavirus pandemic, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

19


RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
Three Months Ended
9/30/20229/30/2021% Change
Net sales$1,740 $1,806 (4)%
Three Months Ended September 30, 2022
Percentage change versus the year-ago period
Reported (GAAP) Net Sales Growth / (Decrease)Reported VolumeAcquisitions & DivestituresForeign Exchange Impact
Price/Mix/ Other (1)
Organic Sales Growth / (Decrease) (Non-GAAP) (2)
Organic Volume (3)
Health and Wellness(4)%(21)%— %— %17 %(4)%(21)%
Household(4)(14)— — 10 (4)(14)
Lifestyle(3)(10)— — (3)(10)
International(1)(4)— (9)12 (4)
Total(4)%(15)% %(2)%13 %(2)%(15)%
(1) This represents the net impact on net sales growth / (decrease) from pricing actions, mix and other factors.
(2) Organic sales growth/ (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.
(3) Organic volume represents volume excluding the effect of any acquisitions and divestitures.
Net sales in the current period decreased by 4%, reflecting lower shipments across all reportable segments. Volume decreased by 15% versus the prior period. The variance between volume and net sales was primarily due to the impact of favorable price mix.

20



Three Months Ended
9/30/20229/30/2021% Change
Gross profit$626 $670 (7)%
Gross margin36.0 %37.1 %

Gross margin decreased by 110 basis points in the current period from 37.1% to 36.0%. The decrease was primarily driven by higher manufacturing and logistics costs, unfavorable commodity costs and lower volume, partially offset by the benefit of price increases and cost savings.

Expenses
Three Months Ended
% of Net Sales
9/30/20229/30/2021% Change9/30/20229/30/2021
Selling and administrative expenses$261 $236 11 %15.0 %13.1 %
Advertising costs161 182 (12)9.3 10.1 
Research and development costs32 33 (3)1.8 1.8 

Selling and administrative expenses, as a percentage of net sales, increased by 190 basis points in the current period. The dollar increase in selling and administrative expenses was primarily due to the Company’s digital capabilities and productivity enhancements investments.
Advertising costs, as a percentage of net sales, decreased by 80 basis points in the current period. The dollar decrease in advertising costs was primarily due to the timing of advertising spend. The Company’s U.S. retail advertising spend as a percentage of net sales was 11% in the current and prior periods.
Research and development costs, as a percentage of net sales, were essentially flat in the current period as compared to the prior period. The Company continues to invest behind product innovation and cost savings.
Interest expense, Other (income) expense, net, and the effective tax rate on earnings
Three Months Ended
9/30/20229/30/2021
Interest expense$22 $25 
Other (income) expense, net34 
Effective tax rate on earnings25.0 %22.6 %
21


Other (income) expense, net was $34 and $9 in the current and prior period, respectively.The variance was primarily due to restructuring and related implementation costs associated with the streamlined operating model incurred in the current period.
Restructuring and related costs
In the first quarter of fiscal year 2023, the Company began recognizing costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster. The Company anticipates the implementation of this new model will be completed in fiscal year 2024, with different phases occurring throughout the implementation period.
Once fully implemented, the Company expects annual cost savings to be approximately $75 to $100 annually, with benefits of approximately $25 anticipated in fiscal year 2023. The benefits of the streamlined operating model are currently expected to increase future cash flows as a result of cost savings that will be generated primarily in the areas of selling and administration, supply chain, marketing and research and development.
The Company anticipates incurring approximately $75 to $100 of costs in fiscal years 2023 and 2024 related to this initiative, of which approximately $35 is expected to be incurred in fiscal year 2023. Related costs are primarily expected to include employee-related costs to reduce certain staffing levels such as severance payments, as well as for consulting and other costs. Costs incurred are expected to be settled primarily in cash.
Restructuring and related implementation costs, net were $19 for the three months ended September 30, 2022, of which $16 was related to employee-related costs and $3 was related to other costs. For further details on the streamlined operating model and restructuring, refer to the Notes to Consolidated Financial Statements.
The effective tax rate on earnings was 25.0% and 22.6% for the current and prior period, respectively.

Diluted net earnings per share
Three Months Ended
9/30/20229/30/2021% Change
Diluted net earnings per share$