Management's explanation of the reported results — what drove revenue, margins, and cash flow — from the annual 10-K filing (Item 7, MD&A).
The text below is reproduced verbatim from CLX’s SEC filing. See also CLX’s supply chain and financial statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This information appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference. ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This information appears under “Quantitative and Qualitative Disclosures about Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA These statements and data appear in Exhibit 99.1, which is incorporated herein by reference. 26 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9.A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Executive Vice President – Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Executive Vice President – Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, were effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the Chief Executive Officer and Executive Vice President – Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. Management’s Report on Internal Control Over Financial Reporting Management’s report on internal control over financial reporting is set forth in Exhibit 99.1, and is incorporated herein by reference. The Company’s independent registered public accounting firm, Ernst & Young, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025. See “Report of Independent Registered Public Accounting Firm,” which appears in Exhibit 99.1. Change in Internal Control Over Financial Reporting No change in the Company’s internal control over financial reporting occurred during the fourth fiscal quarter of the fiscal year ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in the process of implementing a new enterprise resource planning (ERP) system along with a suite of other digital technologies. In the first quarter of fiscal year 2025, the Company began implementation of the new ERP system. As this phased implementation occurs during fiscal years 2025 and 2026, the Company will change its processes and procedures which, in turn, could result in changes to its internal control over financial reporting. As such changes occur, the Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting. ITEM 9.B. OTHER INFORMATION Rule 10b5-1 trading plans During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b51(c) under the Exchange act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K. ITEM 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 27 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE See “Information about our Executive Officers” in Part I of this Report. The Company has adopted a Code of Conduct that applies to its principal executive officer, principal financial officer and principal accounting officer, among others. The Code of Conduct is located on the Company’s website at TheCloroxCompany.com under Company/Leadership and Governance/Codes of Conduct or https://www.thecloroxcompany.com/company/policies-and-practices/codes-of-conduct/. The Company intends to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its Code of Conduct by posting such information on the Company’s website. The Company’s website also contains its corporate governance guidelines and the charters of its principal board committees. Information regarding the Company’s directors and corporate governance set forth in the Proxy Statement is incorporated herein by reference. The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Company’s board of directors or appropriate committee, if required) when engaging in transactions in the Company’s securities. ITEM 11. EXECUTIVE COMPENSATION Information regarding executive and director compensation, Management Development and Compensation Committee interlocks and insider participation and the report of the Management Development and Compensation Committee of the Company’s board of directors set forth in the Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding security ownership of certain beneficial owners, management and directors and securities authorized for issuance under equity compensation plans set forth in the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding certain relationships and related transactions and director independence set forth in the Proxy Statement is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding principal accountant fees and services set forth in the Proxy Statement is incorporated herein by reference. 28 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements and Schedules: Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included in Exhibit 99.1, incorporated herein by reference. Reports of Ernst & Young, LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42 ). Consolidated Statements of Earnings for the fiscal years ended June 30, 2025, 2024 and 2023. Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, 2025, 2024 and 2023. Consolidated Balance Sheets as of June 30, 2025 and 2024. Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, 2025, 2024 and 2023. Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2025, 2024 and 2023. Notes to Consolidated Financial Statements. (b) Exhibits: INDEX TO EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 3.1 Restated Certificate of Incorporation. 10-K 001-07151 3.1 August 14, 2018 3.2 Bylaws (amended and restated). 8-K 001-07151 3.2 May 23, 2025 3.3 Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock. 8-K 001-07151 3.1 July 19, 2011 4.1 Indenture, dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee. S-3ASR 333-200722 4.1 December 4, 2014 4.2 Fourth Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee. S-3ASR 333-200722 4.5 December 4, 2014 4.3 Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee. 8-K 001-07151 4.1 December 9, 2014 4.4 Sixth Supplemental Indenture, dated as of September 28, 2017, between the Company and Wells Fargo Bank, National Association, as trustee. 8-K 001-07151 4.1 September 28, 2017 4.5 Seventh Supplemental Indenture, dated as of May 9, 2018, between the Company and Wells Fargo Bank, National Association, as trustee. 8-K 001-07151 4.1 May 9, 2018 4.6 Eighth Supplemental Indenture, dated as of May 8, 2020, between the Company and Wells Fargo Bank, National Association, as trustee. 8-K 001-07151 4.1 May 8, 2020 4.7 Indenture dated as of May 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee 8-K 001-07151 4.1 May 11, 2022 4.8 Form of 4.400% Senior Note due 2029 8-K 001-07151 4.3 May 11, 2022 4.9 Form of 4.600% Senior Note due 2032 8-K 001-07151 4.4 May 11, 2022 4.10 Description of Capital Stock of The Clorox Company 10-K 001-07151 4.10 August 14, 2019 10.1* The Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, 2008. 10-Q 001-07151 10.55 May 2, 2008 29 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 10.2* The Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, 2004. 10-K 001-07151 10(x) August 27, 2004 10.3* Amendment No.1 to The Clorox Company Non-Qualified Deferred Compensation Plan. 10-K 001-07151 10.3 August 16, 2016 10.4* The Clorox Company Annual Incentive Plan, amended and restated as of September 20, 2023. 10-Q 001-07151 10.1 November 1, 2023 10.5* The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 17, 2021 . DEF 14A 001-07151 App. A October 6, 2021 10.6* F orm of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2024. 10-Q 001-07151 10.1 October 30, 2024 10.7* Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2023. 10-Q 001-07151 10.2 February 1, 2024 10.8* Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2022. 10-Q 001-07151 10.2 November 1, 2022 10.9* F orm of Nonqualified Stock Option Award Agreement under the Company's 2005 Stock Incentive Plan for awards m ade in 2024. 10-Q 001-07151 10.2 October 30, 2024 10.10* Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2023. 10-Q 001-07151 10.3 February 1, 2024 10.11* Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2022. 10-Q 001-07151 10.1 November 1, 2022 10.12* Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2021. 10-Q 001-07151 10.3 November 1, 2021 10.13* F orm of Restricted Stock Unit Award under the Company's 2005 Stock Incentive Plan (Annual Grant) for awards made in 2024. 10-Q 001-07151 10.3 October 30, 2024 10.14* Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (Annual Grant) for awards made in 2023. 10-Q 001-07151 10.4 February 1, 2024 10.15* Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant). for awards made in 2022. 10-Q 001-07151 10.3 November 1, 2022 10.16* Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant). for awards made in 2021 10-Q 001-07151 10.5 November 1, 2021 10.17* Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (Off-Cycle Grant). 10-Q 001-07151 10.5 February 1, 2024 10.18* The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, 2008. 10-K 001-07151 10.18 August 19, 2008 10.19* Amendment No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. 10-K 001-07151 10.18 August 26, 2011 10.20* Amendment No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan. 10-K 001-07151 10.13 August 16, 2016 10.21* The Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, 2009. 10-Q 001-07151 10.17 November 3, 2009 10.22* Amendment No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, 2011. 10-Q 001-07151 10.21 November 3, 2011 10.23* Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, 2012. 10-Q 001-07151 10.2 November 2, 2012 30 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 10.24* Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018. 10-Q 001-07151 10.1 May 2, 2018 10.25* Form of Indemnification Agreement. 10-Q 001-07151 10.27 May 4, 2010 10.26* Third Amended and Restated Executive Change in Control Severance Plan, effective November 17, 2021 . 8-K 001-07151 10.2 November 17, 2021 10.27* Severance Plan for Clorox Executive Committee Members, fourth amended and restated effective November 17, 2021. 8-K 001-07151 10.3 November 17, 2021 10.28* The Clorox Company Second Amended and Restated Executive Retirement Plan, effective May 20, 2024. 10-K 001-07151 10.28 August 8, 2024 10.29* The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011. 10-K 001-07151 10.29 August 26, 2011 10.30* Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan. 10-K 001-07151 10.24 August 16, 2016 10.31* The Clorox Company Director Equity Award Policy, effective as of November 15, 2017. 10-K 001-07151 10.26 August 14, 2018 10.32* The Clorox Company E xcess Long-Term Disability Plan, as am e nded and restated effective January 1 , 2005 10.33 Credit Agreement dated as of March 25, 2022, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent. 8-K 001-07151 10.1 March 28, 2022 10.34 Credit Agreement, dated as of March 25, 2025, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent. 8-K 001-07151 10.1 March 28, 2025 10.35 Amended and Restated Joint Venture Agreement dated as of January 31, 2003, between The Glad Products Company and certain affiliates and The Procter and Gamble Company and certain affiliates. 10-K/A 001-07151 10.26 September 30, 2016 10.36 Amendment No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 15, 2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates. 10-Q 001-07151 10.2 February 2, 2018 10.37 First Extension and Amendment of the Amended and Restated Joint Venture Agreement, dated as of December 20, 2017, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates. 10-Q 001-07151 10.1 February 2, 2018 10.38 Acknowledgement Letter to the Amended and Restated Joint Venture Agreement, dated as of October 7, 2020, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates. 10-Q 001-07151 10.2 February 4, 2021 19 The Clorox Company Insider Trading Policy, effective May 20, 2024. 10-K 001-07151 19 August 8, 2024 21 Subsidiaries. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date 32 Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 The Clorox Company Policy Regarding Clawback of Incentive Compensation, amended and restated, effective October 2, 2023. 10-K 001-07151 97 August 8, 2024 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, Management’s Report on Internal Control over Financial Reporting and Reports of Independent Registered Public Accounting Firm. 99.2 Reconciliation of Economic Profit (Unaudited). 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB XBRL Taxonomy Extension Label Linkbase Document. 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
(*) Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this report. ITEM 16. FORM 10-K SUMMARY None. 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE CLOROX COMPANY Date: August 8, 2025 By: /s/ Linda Rendle Linda Rendle Chair and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ G. Boswell Director August 8, 2025 G. Boswell /s/ S. B. Bratspies Director August 8, 2025 S. B. Bratspies /s/ P. R. Breber Director August 8, 2025 P. R. Breber /s/ J. Denman Director August 8, 2025 J. Denman /s/ S. C. Fleischer Director August 8, 2025 S. C. Fleischer /s/ E. Lee Director August 8, 2025 E. Lee /s/ A. D. D. Mackay Director August 8, 2025 A. D. D. Mackay /s/ S. Plaines Director August 8, 2025 S. Plaines /s/ M. J. Shattock Director August 8, 2025 M. J. Shattock /s/ R. J. Weiner Director August 8, 2025 R. J. Weiner /s/ C. J. Williams Director August 8, 2025 C. J. Williams /s/ L. Rendle Chair and Chief Executive Officer (Principal Executive Officer) August 8, 2025 L. Rendle /s/ L. Bellet Executive Vice President – Chief Financial Officer (Principal Financial Officer) August 8, 2025 L. Bellet /s/ L. Peck Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) August 8, 2025 L. Peck 33