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0000021076False00000210762023-02-022023-02-02

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2023
clx-20230202_g1.jpg
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
__________________
Delaware 1-07151 31-0595760
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices) (Zip code)
(510) 271-7000
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
   
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock - $1.00 par value
CLX
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging 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.     ☐
 
 

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Item 2.02 Results of Operations and Financial Condition
On February 2, 2023, The Clorox Company issued a press release announcing its financial results for its second quarter ended December 31, 2022. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.2 and incorporated herein by reference is supplemental financial information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
EXHIBIT INDEX
Exhibit       Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE CLOROX COMPANY
 
 
Date:  February 2, 2023 By: /s/ Angela Hilt
Angela Hilt
Executive Vice President – Chief Legal Officer
 


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EX-99.1 2 ex991-pressreleasedatedfeb.htm EX-99.1 Document

PRESS RELEASE
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Clorox Reports Q2 Fiscal Year 2023 Results, Updates Outlook 
OAKLAND, California, Feb. 2, 2023 — The Clorox Company (NYSE: CLX) today reported results for the second quarter of fiscal year 2023, which ended Dec. 31, 2022.
Second-Quarter Fiscal Year 2023 Summary
Following is a summary of key second-quarter results. All comparisons are with the second quarter of fiscal year 2022 unless otherwise stated.
•Net sales increased 1% to $1.72 billion compared to an 8% net sales decrease in the year-ago quarter. The net sales increase was driven largely by favorable price mix, partially offset by lower volume. Organic sales1 were up 4%. The three-year average growth rate for net sales was 7%.
•Gross margin increased 320 basis points to 36.2% from 33% in the year-ago quarter, due to the benefits of pricing and cost savings initiatives, partially offset by unfavorable commodity costs and mix, and higher manufacturing and logistics costs.
•Diluted net earnings per share (diluted EPS) increased 43% to 80 cents from 56 cents in the year-ago quarter. This includes 16 cents related to investments in the company’s long-term strategic digital capabilities and productivity enhancements as well as 2 cents related to implementation of its streamlined operating model.
•Adjusted EPS1 increased 48% to 98 cents from 66 cents in the year-ago quarter, due in part to the net benefits of pricing and cost savings, partially offset by lower volume, unfavorable commodity costs, and higher selling and administrative expenses.
•Year-to-date net cash provided by operations was $387 million compared to $222 million in the year-ago period, representing a 74% increase.
"We delivered better-than-expected results this quarter, with strong execution and the benefit of continued brand relevance as well as our ongoing pricing and cost savings efforts," said CEO Linda Rendle. "The actions we are taking to rebuild margin are working, and we are relentlessly driving additional improvements while investing in our brands, categories and capabilities. Going forward, we are confident that our leading product portfolio in essential categories coupled with our proactive actions will enable us to navigate current macroeconomic challenges and return to more consistent profitable growth over time."
This press release includes certain non-GAAP financial measures. See "Non-GAAP Financial Information" at the end of this press release for more details.
1Organic sales growth/(decrease) and adjusted EPS are non-GAAP measures. See Non-GAAP Financial Information at the end of this press release for reconciliations to the most comparable GAAP measures.



Strategic and Operational Highlights
The following are recent highlights of business and ESG achievements:
•Generated organic sales growth in three of four segments.
•Sustained record-high consumer value superiority (76%) across the portfolio while rebuilding margins.
•Continued to implement cost-justified pricing actions.
•Achieved highest cost savings in the past 10 years.
•Reduced inventory by nearly 10% from the year-ago quarter.
•Introduced an eco-friendly product line with refillable options that will save plastic and reduce waste with Clorox Free & Clear Disinfecting Mist and Bathroom Ultra Foamer Cleaner.
•Recognized for the fifth time as an EPA Safer Choice Partner of the Year for manufacturing products with ingredients the U.S. Environmental Protection Agency designates as safer for families, pets, workplaces, communities and the environment.
•Ranked No. 2 on Forbes' 2022 list of The World's Top Female-Friendly Companies.
Key Segment Results
The following is a summary of key second-quarter results by reportable segment. All comparisons are with the second quarter of fiscal year 2022, unless otherwise stated.
Health and Wellness (Cleaning; Professional Products; Vitamins, Minerals and Supplements)
•Net sales decreased 2%, with 17 points of favorable price mix more than offset by 19 points of lower volume.
◦Cleaning sales were flat, benefiting from an early start of the cold and flu season in the United States offset by ongoing normalization of consumer demand.
◦Professional Products sales decreased, driven by lower shipments of certain Pine-Sol scented products associated with the recent voluntary recall as well as continued softness in office occupancy.
◦Vitamins, Minerals and Supplements sales decreased, primarily due to the business's ongoing shift away from noncore brands as well as distribution loss with a few retailers.
•Segment pretax earnings increased 84%, primarily behind the net impact of pricing, partially offset by lower volume.
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Household (Bags and Wraps; Grilling; Cat Litter)
•Net sales increased 9%, driven by 6 points of benefit from favorable price mix and 3 points of volume growth.
◦Bags and Wraps sales were up as a result of strong consumption supported by product innovation and distribution growth.
◦Grilling sales decreased due to ongoing normalization of consumer demand after the business saw a surge during the peak of the pandemic.
◦Cat Litter sales increased, driven mainly by distribution growth, continued strong consumption and strong merchandising activities, particularly in the Club channel.
•Segment pretax earnings increased 340%, primarily due to higher net sales behind pricing as well as the benefit of cost savings, partially offset by higher commodity costs.
Lifestyle (Food, Natural Personal Care, Water Filtration)
•Net sales increased 2% behind 8 points of favorable price mix, partially offset by 6 points of lower volume.
◦Food sales were up, benefiting from continued strong consumption supported by merchandising activities for bottled Hidden Valley Ranch.
◦Natural Personal Care sales increased behind distribution gains on holiday product innovations, partially offset by lower shipments caused by continued supply chain disruptions.
◦Water Filtration sales were down mainly due to retailer inventory adjustments.
•Segment pretax earnings decreased 8%, mainly due to unfavorable commodity costs and higher advertising spending, partially offset by higher net sales behind pricing as well as the benefit of cost savings.
International (Sales Outside the U.S.)
•Net sales decreased 3%, with 8 points of lower volume and 12 points of unfavorable foreign exchange rates, partially offset by 17 points of favorable price mix. Organic sales1 growth was 9%.
•Segment pretax earnings increased 26% largely behind the net impact of pricing and lower advertising spending, which was partially offset by higher manufacturing and logistics costs and unfavorable foreign exchange rates.

Fiscal Year 2023 Outlook
The company is updating the following elements of its fiscal year 2023 outlook:
•Net sales are now expected to be between a 2% decrease to a 1% increase (organic sales from flat to a 3% increase). This compares previously to a 4% decrease to a 2% increase (organic sales from a 3% decrease to a 3% increase).
•Diluted EPS is now expected to be between $3.20 and $3.45, or a 14% to 8% decrease, respectively. This compares previously to between $3.10 and $3.47, or a 17% to 7% decrease, respectively.
•Adjusted EPS is now expected to be between $4.05 and $4.30, or a 1% decrease to a 5% increase, respectively. This compares previously to between $3.85 and $4.22, or a 6% decrease to a 3% increase, respectively. To provide greater visibility into the underlying operating performance of the business, adjusted EPS outlook excludes the long-term strategic investment in digital capabilities and productivity enhancements, estimated to be about 55 cents, as well as the company's streamlined operating model, which is now estimated to increase from 20 cents to approximately 30 cents. While overall expectations
        Page 3 of 15



for the program remain unchanged, with $75 to $100 million in ongoing annual savings and $75 to $100 million in one-time costs over fiscal years 2023 and 2024, the timing of charges has been adjusted as plans continue to be refined.
The company is confirming the following elements of its fiscal year 2023 outlook:
•Foreign exchange headwinds continue to represent about a 2-point reduction in sales.
•Gross margin increase of about 200 basis points, primarily due to the combined benefit of pricing, cost savings and supply chain optimization, more than offsetting continued cost inflation.
•Selling and administrative expenses between 15% and 16% of net sales, including about 1.5 points of impact from the company's strategic investments in digital capabilities and productivity enhancements.
•Advertising and sales promotion spending of about 10% of net sales, reflecting the company's ongoing commitment to invest in its brands.
•Effective tax rate of about 24%, with year-over-year increase primarily reflecting lower excess tax benefits from equity compensation.

Clorox Earnings Conference Call Schedule
At approximately 4:15 p.m. ET today, Clorox will post prepared management remarks regarding its second-quarter fiscal year 2023 results.
At 5 p.m. ET today, the company will host a live Q&A audio webcast with CEO Linda Rendle and Chief Financial Officer Kevin Jacobsen to discuss the results.
Links to the live (and archived) webcast, press release and prepared remarks can be found at Clorox Quarterly Results.
For More Detailed Financial Information 
Visit the company’s Quarterly Results for the following: 
•Supplemental unaudited volume and sales growth information 
•Supplemental unaudited gross margin drivers information  
•Supplemental unaudited cash flow information and free cash flow reconciliation 
•Supplemental unaudited reconciliation of earnings before interest and taxes (EBIT) and adjusted EBIT
•Supplemental unaudited reconciliation of adjusted earnings per share
Note: Percentage and basis-point, or point, changes noted in this press release are calculated based on rounded numbers, except for per-share data and the effective tax rate.

About The Clorox Company
The Clorox Company (NYSE: CLX) champions people to be well and thrive every single day. Its trusted brands, which include Brita®, Burt's Bees®, Clorox®, Fresh Step®, Glad®, Hidden Valley®, Kingsford®, Liquid-Plumr®, Pine-Sol® and Rainbow Light®, can be found in about nine of 10 U.S. homes and internationally with brands such as Ajudin®, Clorinda®, Chux® and Poett®. Headquartered in Oakland, California, since 1913, Clorox was one of the first U.S. companies to integrate ESG into its business reporting, with commitments in three areas: Healthy Lives, Clean World and Thriving Communities. Visit thecloroxcompany.com to learn more.
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Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements related to the expected or potential impact of the novel coronavirus (COVID-19) pandemic, and the related responses of governments, consumers, customers, suppliers, employees and the company, on our business, operations, employees, financial condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise, involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “predicts,” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as updated from time to time in the company’s Securities and Exchange Commission filings. These factors include, but are not limited to: the impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences; volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services; the ability of the company to drive sales growth, increase prices and market share, grow its product categories and manage favorable product and geographic mix; risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers; the ongoing COVID-19 pandemic and related impacts, including on the availability of, and efficiency of the supply, manufacturing and distribution systems for, the company’s products, including any significant disruption to such systems; on the demand for and sales of the company’s products; and on worldwide, regional and local adverse economic conditions; intense competition in the company’s markets; unfavorable general economic and political conditions beyond our control, including recent supply chain disruptions, labor shortages, wage pressures, rising inflation, the interest rate environment, fuel and energy costs, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, such as COVID-19, terrorism, and unstable geopolitical conditions, including the conflict in Ukraine; risks related to the company’s use of and reliance on information technology systems, including potential security breaches, cyber-attacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or company information, or service interruptions, especially at a time when a large number of the company’s employees are working remotely and accessing its technology infrastructure remotely; the ability of the company to implement and generate cost savings and efficiencies, and successfully implement its business strategies, including achieving anticipated results and cost savings from the implementation of the streamlined operating model; dependence on key customers and risks related to customer consolidation and ordering patterns; the company’s ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as wage inflation and sustained labor shortages; the company’s ability to maintain its business reputation and the reputation of its brands and products; lower revenue, increased costs or reputational harm resulting from government actions and compliance with regulations, or any material costs imposed by changes in regulation; the ability of the company to successfully manage global political, legal, tax and regulatory risks, including changes in regulatory or administrative activity; risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls; changes in governmental policies, including trade, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; continued high levels of inflation in Argentina; potential disruption from wars and military conflicts, including the conflict in Ukraine; impact of the United Kingdom’s exit from the European Union; potential negative impact and liabilities from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach; widespread health emergencies, such as COVID-19; and the possibility of nationalization, expropriation of assets or other government action; the impact of Environmental, Social, and Governance (ESG) issues, including those related to climate change and sustainability on our sales, operating costs or reputation; the ability of the company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries; the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions and in connection with any product recalls; risks relating to acquisitions, new ventures and divestitures, and associated costs; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions; the accuracy of the company’s estimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are based; risks related to additional increases in the estimated fair value of The Procter & Gamble Company’s interest in the Glad business; risk of reductions in the estimated valuation of the Vitamins, Minerals and Supplements business and additional goodwill impairments; environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances; the company’s ability to effectively utilize, assert and defend its intellectual property rights, and any infringement or claimed infringement by the company of third-party intellectual property rights; the performance of strategic alliances and other business relationships; the effect of the company’s indebtedness and credit rating on its business operations and financial results and the company’s ability to access capital markets and other funding sources, as well as the cost of capital to the company; the company’s ability to pay and declare dividends or repurchase its stock in the future; the impacts of potential stockholder activism; and risks related to any litigation associated with the exclusive forum provision in the company’s bylaws.
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The company’s forward-looking statements in this press release are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this press release. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

Non-GAAP Financial Information
•This press release contains non-GAAP financial information related to organic sales growth/(decrease) and adjusted EPS for the second quarter of fiscal year 2023, as well as organic sales growth/(decrease) and adjusted EPS outlook for fiscal year 2023.
•Clorox defines organic sales growth/(decrease) as GAAP net sales growth/(decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures.
•Organic sales growth/(decrease) outlook for fiscal year 2023 and for the third quarter of fiscal year 2023 exclude the impact of foreign currency exchange rate changes, which the company currently expects to reduce GAAP net sales growth/(decrease) by about 2 percentage points for fiscal year 2023 and 2 to 3 percentage points for the third quarter of fiscal year 2023.
•Management believes that the presentation of organic sales growth/(decrease) is useful to investors because it excludes sales from any acquisitions and divestitures, which results in a comparison of sales only from the businesses that the company was operating and expects to continue to operate throughout the relevant periods, and the company's estimate of the impact of foreign exchange rate changes, which are difficult to predict and out of the control of the company and management. However, organic sales growth/(decrease) may not be the same as similar measures provided by other companies due to potential differences in methods of calculation or differences in which items are incorporated into these adjustments.
•Adjusted EPS is defined as diluted earnings per share that excludes or has otherwise been adjusted for significant items that are nonrecurring or unusual. The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
        Page 6 of 15



•Adjusted EPS is supplemental information that management uses to help evaluate the company's historical and prospective financial performance on a consistent basis over time. Management believes that by adjusting for certain items affecting comparability of performance over time, such as asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions and other nonrecurring or unusual items, investors and management are able to gain additional insight into the company's underlying operating performance on a consistent basis over time. However, adjusted EPS may not be the same as similar measures provided by other companies due to potential differences in methods of calculation or differences in which items are incorporated into these adjustments.
•The reconciliation tables below refer to the equivalent GAAP measures adjusted as applicable for the following items:
Digital Capabilities and Productivity Enhancements Investment
As announced in August 2021, the company plans to invest approximately $500 million over a five-year period in transformative technologies and processes. This investment, which began in the first quarter of fiscal year 2022, includes replacement of the company’s enterprise resource planning system and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. Together it is expected that these implementations will generate efficiencies and transform the company’s operations in the areas of supply chain, digital commerce, innovation, brand building and more over the long term.
Of the total $500 million investment, approximately 55% is expected to represent incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported EPS for purposes of disclosing adjusted EPS over the course of the next five years. About 70% of these incremental operating costs are expected to be related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.
Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the company’s underlying operating performance, the company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by company management.
Streamlined Operating Model
As announced in August 2022, Clorox began to implement a streamlined operating model in the first quarter of fiscal year 2023. The streamlined operating model is expected to enhance the company’s ability to respond more quickly to changing consumer behaviors, innovate faster, and increase future cash flow as a result of cost savings that will be generated primarily in the areas of selling and administration, supply chain, marketing, and research and development. Once fully implemented, the company expects cost savings of approximately $75 million to $100 million annually, with benefits of approximately $25 million anticipated in fiscal year 2023. This fiscal year, the company began recognizing costs related to implementation of this model to meet its objectives of driving growth and productivity. The company anticipates that the implementation of this new model will be completed in fiscal year 2024, with different phases occurring throughout the implementation period. As a result, the company expects to incur costs of approximately $75 million to $100 million over fiscal years 2023 and 2024. Of that amount, approximately $40 million to $60 million, or an estimated midpoint impact of $0.30 cents on diluted EPS, will be recognized in fiscal year 2023, primarily within other income and expense.
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Over the course of the implementation, 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. Due to the nonrecurring and unusual nature of these costs, the company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the company’s operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by company management.
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The following tables provide reconciliations of organic sales growth/(decrease) (non-GAAP) to net sales growth/(decrease), the most comparable GAAP measure:

Three Months Ended December 31, 2022
Percentage change versus the year-ago period
Health and Wellness Household Lifestyle International Total
Net sales growth / (decrease) (GAAP) (2) % % % (3) % %
Add: Foreign Exchange —  —  —  12 
Add/(Subtract): Divestitures/Acquisitions —  —  —  —  — 
Organic sales growth / (decrease) (non-GAAP) (2) % % % 9% %
Six Months Ended December 31, 2022
Percentage change versus the year-ago period
Health and Wellness Household Lifestyle International Total
Net sales growth / (decrease) (GAAP) (3) % % —  % (2) % (1) %
Add: Foreign Exchange —  —  —  11 
Add/(Subtract): Divestitures/Acquisitions —  —  —  —  — 
Organic sales growth / (decrease) (non-GAAP) (3) % % —  % % %


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The following tables provide reconciliations of adjusted diluted earnings per share (non-GAAP) to diluted earnings per share, the most comparable GAAP measure:
Adjusted Diluted Earnings Per Share (EPS)
(Dollars in millions except per share data)
Diluted Earnings Per Share
Three Months Ended December 31
2022 2021 % Change
As reported (GAAP) $ 0.80  $ 0.56  43  %
Streamlined operating model (1)
0.02  — 
Digital capabilities and productivity enhancements investment (2)
0.16  0.10 
As adjusted (Non-GAAP) $ 0.98  $ 0.66  48  %
Diluted Earnings Per Share
Six Months Ended December 31
2022 2021 % Change
As reported (GAAP) $ 1.49  $ 1.70  (12) %
Streamlined operating model (1)
0.14  — 
Digital capabilities and productivity enhancements investment (2)
0.28  0.17 
As adjusted (Non-GAAP) $ 1.91  $ 1.87  %
(1) During the three and six months ended December 31, 2022, the company incurred approximately $4 ($3 after tax) and $23 ($17 after tax), respectively, of restructuring and related implementation costs, net related to implementation of the streamlined operating model.
(2) During the three and six months ended December 31, 2022, the company incurred approximately $25 ($20 after tax) and $45 ($35 after tax), respectively, and during the three and six months ended December 31, 2021 the company incurred approximately $15 ($12 after tax) and $27 ($21 after tax), respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
Three Months Ended December 31
2022 2021
External consulting fees (a)
$ 21  $ 10 
IT project personnel costs (b)
Other (c)
Total $ 26  $ 15 
Six Months Ended December 31
2022 2021
External consulting fees (a)
$ 36  $ 19 
IT project personnel costs (b)
Other (c)
Total $ 46  $ 27 
(a) Comprised of third-party consulting fees incurred to assist in the project management and the preliminary project stage of this transformative investment. The company relies on consultants for certain capabilities required for these programs that the company does not maintain internally. These costs support the implementation of these programs incremental to the company's normal IT costs and will not be incurred following implementation.
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(b) Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the company considers these costs not reflective of the ongoing costs to operate its business.
(c) Comprised of various other expenses associated with the company’s new system implementations, including company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.
Full Year 2023 Outlook (Estimated Range)
Diluted Earnings Per Share
Low High
As estimated (GAAP) $ 3.20  $ 3.45 
Streamlined operating model (3)
0.30  0.30 
Digital capabilities and productivity enhancements investment (4)
0.55  0.55 
As adjusted (Non-GAAP) $ 4.05  $ 4.30 
(3) In FY23, the company expects to incur approximately $40-$60 ($30-$46 after tax) of restructuring and related implementation costs, net related to implementation of the streamlined operating model.
(4) In FY23, the company expects to incur approximately $75-$105 ($57-$80 after tax) of operating expenses related to its digital capabilities and productivity enhancements investment.
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Clorox Media Contact:
corporate.communications@clorox.com

Clorox Investor Relations Contact:
investorrelations@clorox.com

        Page 12 of 15



Condensed Consolidated Statements of Earnings (Unaudited)
Dollars in millions, except per share data
Three Months Ended Six Months Ended
12/31/2022 12/31/2021 12/31/2022 12/31/2021
Net sales $ 1,715  $ 1,691  3,455  $ 3,497 
Cost of products sold 1,095  1,133  2,209  2,269 
Gross profit 620  558  1,246  1,228 
Selling and administrative expenses 282  241  543  477 
Advertising costs 156  167  317  349 
Research and development costs 33  34  65  67 
Interest expense 23  23  45  48 
Other (income) expense, net (4) —  30 
Earnings before income taxes 130  93  246  278 
Income taxes 28  21  57  63 
Net earnings 102  72  189  215 
Less: Net earnings attributable to noncontrolling interests
Net earnings attributable to Clorox $ 99  $ 69  $ 184  $ 211 
Net earnings per share attributable to Clorox
Basic net earnings per share $ 0.81  $ 0.56  $ 1.49  $ 1.71 
Diluted net earnings per share $ 0.80  $ 0.56  1.49  $ 1.70 
Weighted average shares outstanding (in thousands)
Basic 123,546  123,064  123,443  123,022 
Diluted 123,988  123,910  123,951  123,976 



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Reportable Segment Information
(Unaudited)
Dollars in millions
Net sales Earnings (losses) before income taxes
Three Months Ended Three Months Ended
12/31/2022 12/31/2021
% Change(1)
12/31/2022 12/31/2021
% Change(1)
Health and Wellness $ 635  $ 648  (2) % $ 103  $ 56  84  %
Household 462  423  % 44  10  340  %
Lifestyle 332  324  % 74  80  (8) %
International 286  296  (3) % 24  19  26  %
Corporate —  —  —  (115) (72) 60  %
Total $ 1,715  $ 1,691  % $ 130  $ 93  40  %
Net sales Earnings (losses) before income taxes
Six Months Ended Six Months Ended
12/31/2022 12/31/2021
% Change(1)
12/31/2022 12/31/2021
% Change(1)
Health and Wellness
$ 1,347  $ 1,393  (3) % $ 218  $ 161  35  %
Household 885  865  % 66  46  43  %
Lifestyle 652  655  —  % 134  173  (23) %
International 571  584  (2) % 47  49  (4) %
Corporate —  —  —  (219) (151) 45 
Total $ 3,455  $ 3,497  (1) % $ 246  $ 278  (12) %
(1) Percentages based on rounded numbers.
        Page 14 of 15



Condensed Consolidated Balance Sheets
Dollars in millions
12/31/2022 6/30/2022 12/31/2021
(Unaudited) (Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 168  $ 183  $ 192 
Receivables, net 600  681  569 
Inventories, net 741  755  818 
Prepaid expenses and other current assets 113  106  162 
Total current assets 1,622  1,725  1,741 
Property, plant and equipment, net 1,322  1,334  1,298 
Operating lease right-of-use assets 349  342  310 
Goodwill 1,553  1,558  1,565 
Trademarks, net 685  687  690 
Other intangible assets, net 183  197  210 
Other assets 331  315  376 
Total assets $ 6,045  $ 6,158  $ 6,190 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable $ 209  $ 237  $ 383 
Current maturities of long-term debt —  —  600 
Current operating lease liabilities 80  78  73 
Accounts payable and accrued liabilities 1,589  1,469  1,540 
Total current liabilities 1,878  1,784  2,596 
Long-term debt 2,476  2,474  1,886 
Long-term operating lease liabilities 318  314  286 
Other liabilities 826  791  861 
Deferred income taxes 56  66  70 
Total liabilities 5,554  5,429  5,699 
Stockholders’ equity
Preferred stock —  —  — 
Common stock 131  131  131 
Additional paid-in capital 1,207  1,202  1,180 
Retained earnings 782  1,048  949 
Treasury stock (1,297) (1,346) (1,373)
Accumulated other comprehensive net (loss) income (502) (479) (574)
Total Clorox stockholders’ equity 321  556  313 
Noncontrolling interests 170  173  178 
Total stockholders’ equity 491  729  491 
Total liabilities and stockholders’ equity $ 6,045  $ 6,158  $ 6,190 
        Page 15 of 15

EX-99.2 3 ex992-supplementalinformat.htm EX-99.2 Document
The Clorox Company
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Three Months Ended December 31, 2022
Percentage change versus the year-ago period
Reported
(GAAP)
Net Sales
Growth/ (Decrease)
Reported Volume Acquisitions & Divestitures Foreign Exchange Impact
Price
Mix and
Other (1)
Organic
Sales
Growth/ (Decrease)
(Non-GAAP) (2)
Organic
Volume (3)
Health and Wellness (2)% (19)% —% —% 17% (2)% (19)%
Household 9 3 6 9 3
Lifestyle 2 (6) 8 2 (6)
International (3) (8) (12) 17 9 (8)
Total 1% (10)% —% (3)% 14% 4% (10)%
Six Months Ended December 31, 2022
Percentage change versus the year-ago period
Reported
(GAAP)
Net Sales
Growth/ (Decrease)
Reported Volume Acquisitions & Divestitures Foreign Exchange Impact
Price
Mix and
Other (1)
Organic
Sales
Growth/ (Decrease)
(Non-GAAP) (2)
Organic
Volume (3)
Health and Wellness (3)% (20)% —% —% 17% (3)% (20)%
Household 2 (6) 8 2 (6)
Lifestyle (8) 8 (8)
International (2) (6) (11) 15 9 (6)
Total (1)% (13)% —% (2)% 14% 1% (13)%
(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 Information” below for reconciliation of organic sales growth/ (decrease) to net sales growth/ (decrease), the most directly comparable GAAP financial information.
(3) Organic volume represents volume excluding the effect of any acquisitions and divestitures.
Non-GAAP Financial Information
Management believes that the presentation of organic sales growth / (decrease) is useful to investors because it excludes sales from any acquisitions and divestitures, which results in a comparison of sales only from the businesses that the company was operating throughout the relevant periods, and the impact of foreign exchange rate changes, which are out of the control of the company and management. However, organic sales growth / (decrease) may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded.

The Clorox Company
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The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:
Three Months Ended December 31, 2022
Percentage change versus the year-ago period
Health and Wellness Household Lifestyle International Total
Net sales growth / (decrease) (GAAP) (2)% 9% 2% (3)% 1%
Add: Foreign Exchange 12 3
Add/(Subtract): Divestitures/Acquisitions
Organic sales growth / (decrease) (non-GAAP) (2)% 9% 2% 9% 4%
Six Months Ended December 31, 2022
Percentage change versus the year-ago period
Health and Wellness Household Lifestyle International Total
Net sales growth / (decrease) (GAAP) (3)% 2% —% (2)% (1)%
Add: Foreign Exchange 11 2
Add/(Subtract): Divestitures/Acquisitions
Organic sales growth / (decrease) (non-GAAP) (3)% 2% —% 9% 1%









The Clorox Company
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Supplemental Unaudited Condensed Information – Gross Margin Drivers
The table below provides details on the drivers of gross margin change versus the year-ago period.
Driver
Gross Margin Change vs. Prior Year (basis points) 
FY22 FY23
Q1 Q2 Q3 Q4 FY Q1 Q2
Cost Savings +90 +80 +100 +160 +110 +180 +170
Price Changes +50 +100 +170 +330 +160 +530 +680
Market Movement (commodities) -550 -510 -410 -350 -460 -330 -240
Manufacturing & Logistics
-470 -640 -570 -290 -490 -350 -100
All other (1) (2) (3) (4)
-210 -270 -50 +150 -100 -140 -190
Change vs prior year -1,090 -1,240 -760 0 -780 -110 +320
   
Gross Margin (%) 37.1% 33.0% 35.9% 37.1% 35.8% 36.0% 36.2%

(1)In Q1 and Q2 of fiscal year 2022, "All other" includes the negative impact from volume growth and mix and assortment.
(2)In Q4 of fiscal year 2022, "All other" includes the positive impact from lower trade promotion spending.
(3)In Q1 of fiscal year 2023, "All other" includes the negative impact from lower shipment volumes.
(4)In Q2 of fiscal year 2023, "All other" includes the negative impact from mix and assortment.









The Clorox Company
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Supplemental Unaudited Condensed Information – Cash Flow
For the quarter ended December 31, 2022

Capital expenditures for the second quarter were $42 million versus $57 million in the year-ago quarter.
Depreciation and amortization expense for the second quarter was $58 million versus $55 million in the year-ago quarter.
Net cash provided by operations in the second quarter was $209 million, or 12.2% of net sales.


Supplemental Unaudited Condensed Information – Free Cash Flow
Fiscal Year Free Cash Flow Reconciliation
Dollars in Millions and percentages based on rounded numbers
 
Q2
Fiscal
YTD
2023
Q2
Fiscal
YTD
 2022
Net cash provided by operations – GAAP $387 $222
Less: Capital expenditures $88 $109
Free cash flow – non-GAAP (1)
$299 $113
Free cash flow as a percentage of net sales – non-GAAP (1)
8.7% 3.2%
Net sales $3,455 $3,497

(1)In accordance with the SEC's Regulation G, this schedule provides the definition of certain non-GAAP measures and the reconciliation to the most closely related GAAP measure. Management uses free cash flow and free cash flow as a percentage of net sales to help assess the cash generation ability of the business and funds available for investing activities, such as acquisitions, investing in the business to drive growth, and financing activities, including debt payments, dividend payments and stock repurchases. Free cash flow does not represent cash available only for discretionary expenditures since the Company has mandatory debt service requirements and other contractual and non-discretionary expenditures. In addition, free cash flow may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures and should be read in connection with the company’s consolidated financial statements presented in accordance with GAAP.




The Clorox Company
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Supplemental Unaudited Reconciliation of Earnings Before Income Taxes to EBIT(1)(3) and Adjusted EBIT(2)(3)
Dollars in Millions and percentages based on rounded numbers

  FY 2022 FY 2023
                   
  Q1 Q2 Q3 Q4 FY Q1 Q2
  9/30/2021 12/31/2021 3/31/2022 6/30/2022 6/30/2022 9/30/2022 12/31/2022
Earnings before income taxes $185 $93 $200 $129 $607 $116 $130
Interest income -$1 -$1 -$1 -$2 -$5 -$2 -$3
Interest expense $25 $23 $21 $37 $106 $22 $23
EBIT (1)(3)
$209 $115 $220 $164 $708 $136 $150
EBIT margin (1)(3)
11.6% 6.8% 12.2  % 9.1% 10.0% 7.8% 8.7%
Streamlined operating model (4)
$0 $0 $0 $0 $0 $19 $4
Digital capabilities and productivity enhancements investment (5)
$12 $15 $15 $19 $61 $20 $25
Adjusted EBIT – non-GAAP (2)(3)
$221   $130 $235 $183 $769 $175 $179
Adjusted EBIT margin (2)(3)
12.2% 7.7% 13.0% 10.2% 10.8% 10.1% 10.4%
Net sales $1,806 $1,691 $1,809 $1,801 $7,107 $1,740 $1,715
                   
(1)EBIT (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding interest income and interest expense, as reported above. EBIT margin is the ratio of EBIT to net sales.
(2)Adjusted EBIT (a non-GAAP measure) represents earnings before income taxes (a GAAP measure), excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions and other nonrecurring or unusual items as reported above). Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.
(3)In accordance with the SEC's Regulation G, this schedule provides the definition of certain non-GAAP measures and the reconciliation to the most closely related GAAP measure. Management believes the presentation of EBIT, EBIT margin, adjusted EBIT and adjusted EBIT margin provides useful additional information to investors about trends in the company's operations and is useful for comparability of performance over time. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP financial measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read in connection with the company’s consolidated financial statements presented in accordance with GAAP.
(4)Reflects the restructuring and related implementation costs, net incurred by the company as part of the streamlined operating model. These expenses were primarily attributable to employee-related costs, as well as implementation and other associated costs. Refer to the Non-GAAP Financial Information within the earnings release for further discussion.
(5)Reflects the operating expenses incurred by the company related to its digital capabilities and productivity enhancements investment. The majority of these expenses relate to external consulting fees. The remaining expenses relate to internal IT project management and supporting personnel costs and other costs. Refer to the Non-GAAP Financial Information within the earnings release for further discussion.




The Clorox Company
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Supplemental Unaudited Reconciliation of Adjusted Earnings Per Share(5)(6)
(Dollars in millions except per share data)
Diluted Earnings per Share
Three Months Ended December 31
2022 2021 % Change
As reported (GAAP) $ 0.80 $ 0.56 43%
Streamlined operating model (1)
0.02
Digital capabilities and productivity enhancements investment (2)
0.16 0.10
As adjusted (Non-GAAP) (5)(6)
$ 0.98 $ 0.66 48%
Diluted Earnings per Share
Six Months Ended December 31
2022 2021 % Change
As reported (GAAP) $ 1.49 $ 1.70 (12)%
Streamlined operating model (1)
0.14 $
Digital capabilities and productivity enhancements investment (2)
0.28 0.17
As adjusted (Non-GAAP) (5)(6)
$ 1.91 $ 1.87 2%
Full Year 2023 Outlook (Estimated Range)
Diluted Earnings Per Share
Low High
As estimated (GAAP) $ 3.20 $ 3.45
Streamlined operating model (3)
0.30 0.30
Digital capabilities and productivity enhancements investment (4)
0.55 0.55
As adjusted (Non-GAAP) (5)(6)
$ 4.05 $ 4.30

(1)During the three and six months ended December 31, 2022, the company incurred approximately $4 ($3 after tax) and $23 ($17 after tax), respectively, of restructuring and related implementation costs, net related to implementation of the streamlined operating model. Refer to the Non-GAAP Financial Information within the first quarter of fiscal year 2023 earnings release for further discussion.
(2)During the three and six months ended December 31, 2022, the company incurred approximately $25 ($20 after tax) and $45 ($35 after tax), respectively, and during the three and six months ended December 31, 2021 the company incurred approximately $15 ($12 after tax) and $27 ($21 after tax), respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. Refer to the Non-GAAP Financial Information within the first quarter of fiscal year 2023 earnings release for further discussion.
(3)In FY23, the company expects to incur approximately $40-$60 ($30-$46 after tax) of restructuring and related implementation costs, net related to implementation of the streamlined operating model.
(4)In FY23, the company expects to incur approximately $75-$105 ($57-$80 after tax) of operating expenses related to its digital capabilities and productivity enhancements investment.
(5)Adjusted EPS is defined as diluted earnings per share that excludes or has otherwise been adjusted for significant items that are nonrecurring or unusual. The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
(6)Adjusted EPS is supplemental information that management uses to help evaluate the company's historical and prospective financial performance on a consistent basis over time. Management believes that by adjusting for certain items affecting comparability of performance over time, such as asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions, and other nonrecurring or unusual items, investors and management are able to gain additional insight into the company's underlying operating performance on a consistent basis over time. However, adjusted EPS may not be the same as similar measures provided by other companies due to potential differences in methods of calculation or differences in which items are incorporated into these adjustments.