(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, 2018.
|
||
|
|
|
|
|
OR
|
|
|
|
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
31-0595760
|
(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)
|
_________________________
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller Reporting Company
¨
|
Emerging Growth Company
¨
|
|
|
|
|
Three Months Ended
|
||||||
|
|
|
9/30/2018
|
|
9/30/2017
|
||||
Net sales
|
|
|
$
|
1,563
|
|
|
$
|
1,500
|
|
Cost of products sold
|
|
|
|
885
|
|
|
|
827
|
|
Gross profit
|
|
|
|
678
|
|
|
|
673
|
|
Selling and administrative expenses
|
|
|
|
212
|
|
|
|
204
|
|
Advertising costs
|
|
|
|
139
|
|
|
|
134
|
|
Research and development costs
|
|
|
|
32
|
|
|
|
32
|
|
Interest expense
|
|
|
|
24
|
|
|
|
21
|
|
Other (income) expense, net
|
|
|
|
3
|
|
|
|
3
|
|
Earnings from continuing operations before income taxes
|
|
|
|
268
|
|
|
|
279
|
|
Income taxes on continuing operations
|
|
|
|
58
|
|
|
|
87
|
|
Earnings from continuing operations
|
|
|
|
210
|
|
|
|
192
|
|
Earnings (losses) from discontinued operations, net of tax
|
|
|
|
—
|
|
|
|
—
|
|
Net earnings
|
|
|
$
|
210
|
|
|
$
|
192
|
|
Net earnings (losses) per share
|
|
|
|
|
|
|
|
||
Basic
|
|
|
|
|
|
|
|
||
Continuing operations
|
|
|
$
|
1.65
|
|
|
$
|
1.49
|
|
Discontinued operations
|
|
|
|
—
|
|
|
|
—
|
|
Basic net earnings per share
|
|
|
$
|
1.65
|
|
|
$
|
1.49
|
|
Diluted
|
|
|
|
|
|
|
|
||
Continuing operations
|
|
|
$
|
1.62
|
|
|
$
|
1.46
|
|
Discontinued operations
|
|
|
|
—
|
|
|
|
—
|
|
Diluted net earnings per share
|
|
|
$
|
1.62
|
|
|
$
|
1.46
|
|
Weighted average shares outstanding (in thousands)
|
|
|
|
|
|
|
|
||
Basic
|
|
|
|
127,803
|
|
|
|
129,019
|
|
Diluted
|
|
|
|
129,946
|
|
|
|
131,509
|
|
Dividends per share declared
|
|
|
$
|
0.96
|
|
|
$
|
0.84
|
|
Comprehensive income
|
|
|
$
|
210
|
|
|
$
|
211
|
|
|
9/30/2018
|
|
6/30/2018
|
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
162
|
|
|
$
|
131
|
|
Receivables, net
|
|
568
|
|
|
|
600
|
|
Inventories, net
|
|
519
|
|
|
|
506
|
|
Prepaid expenses and other current assets
|
|
68
|
|
|
|
74
|
|
Total current assets
|
|
1,317
|
|
|
|
1,311
|
|
Property, plant and equipment, net of accumulated depreciation
and amortization of $2,084 and $2,061, respectively
|
|
988
|
|
|
|
996
|
|
Goodwill
|
|
1,602
|
|
|
|
1,602
|
|
Trademarks, net
|
|
794
|
|
|
|
795
|
|
Other intangible assets, net
|
|
131
|
|
|
|
134
|
|
Other assets
|
|
226
|
|
|
|
222
|
|
Total assets
|
$
|
5,058
|
|
|
$
|
5,060
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Notes and loans payable
|
$
|
280
|
|
|
$
|
199
|
|
Accounts payable and accrued liabilities
|
|
947
|
|
|
|
1,001
|
|
Income taxes payable
|
|
8
|
|
|
|
—
|
|
Total current liabilities
|
|
1,235
|
|
|
|
1,200
|
|
Long-term debt
|
|
2,285
|
|
|
|
2,284
|
|
Other liabilities
|
|
793
|
|
|
|
778
|
|
Deferred income taxes
|
|
68
|
|
|
|
72
|
|
Total liabilities
|
|
4,381
|
|
|
|
4,334
|
|
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; 158,741,461 shares
issued as of September 30, 2018 and June 30, 2018; and 127,605,069 and 127,982,767 shares outstanding as of September 30, 2018 and June 30, 2018, respectively
|
|
159
|
|
|
|
159
|
|
Additional paid-in capital
|
|
984
|
|
|
|
975
|
|
Retained earnings
|
|
2,883
|
|
|
|
2,797
|
|
Treasury shares, at cost: 31,136,392 and 30,758,694 shares
as of September 30, 2018 and June 30, 2018, respectively
|
|
(2,802
|
)
|
|
|
(2,658
|
)
|
Accumulated other comprehensive net (loss) income
|
|
(547
|
)
|
|
|
(547
|
)
|
Stockholders’ equity
|
|
677
|
|
|
|
726
|
|
Total liabilities and stockholders’ equity
|
$
|
5,058
|
|
|
$
|
5,060
|
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
|
|
|
|
|
(As Adjusted*)
|
||
Operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
210
|
|
|
$
|
192
|
|
Deduct: Losses from discontinued operations, net of tax
|
|
—
|
|
|
|
—
|
|
Earnings from continuing operations
|
|
210
|
|
|
|
192
|
|
Adjustments to reconcile earnings from continuing operations to net cash
provided by continuing operations:
|
|
|
|
|
|
||
Depreciation and amortization
|
|
44
|
|
|
|
40
|
|
Stock-based compensation
|
|
8
|
|
|
|
12
|
|
Deferred income taxes
|
|
(3
|
)
|
|
|
(4
|
)
|
Other
|
|
16
|
|
|
|
18
|
|
Changes in:
|
|
|
|
|
|
||
Receivables, net
|
|
33
|
|
|
|
35
|
|
Inventories, net
|
|
(13
|
)
|
|
|
(10
|
)
|
Prepaid expenses and other current assets
|
|
(13
|
)
|
|
|
(6
|
)
|
Accounts payable and accrued liabilities
|
|
(52
|
)
|
|
|
(89
|
)
|
Income taxes payable
|
|
29
|
|
|
|
71
|
|
Net cash provided by continuing operations
|
|
259
|
|
|
|
259
|
|
Net cash provided by (used for) discontinued operations
|
|
—
|
|
|
|
1
|
|
Net cash provided by operations
|
|
259
|
|
|
|
260
|
|
Investing activities:
|
|
|
|
|
|
||
Capital expenditures
|
|
(36
|
)
|
|
|
(49
|
)
|
Other
|
|
—
|
|
|
|
13
|
|
Net cash used for investing activities
|
|
(36
|
)
|
|
|
(36
|
)
|
Financing activities:
|
|
|
|
|
|
||
Notes and loans payable, net
|
|
80
|
|
|
|
(391
|
)
|
Long-term debt borrowings, net of issuance costs
|
|
—
|
|
|
|
396
|
|
Treasury stock purchased
|
|
(203
|
)
|
|
|
(66
|
)
|
Cash dividends paid
|
|
(122
|
)
|
|
|
(108
|
)
|
Issuance of common stock for employee stock plans and other
|
|
53
|
|
|
|
(7
|
)
|
Net cash used for financing activities
|
|
(192
|
)
|
|
|
(176
|
)
|
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
|
—
|
|
|
|
4
|
|
Net increase in cash, cash equivalents, and restricted cash
|
|
31
|
|
|
|
52
|
|
Cash, cash equivalents, and restricted cash:
|
|
|
|
|
|
||
Beginning of period
|
|
134
|
|
|
|
419
|
|
End of period
|
$
|
165
|
|
|
$
|
471
|
|
|
9/30/2018
|
|
6/30/2018
|
||||
Finished goods
|
$
|
408
|
|
|
$
|
395
|
|
Raw materials and packaging
|
135
|
|
|
129
|
|
||
Work in process
|
7
|
|
|
9
|
|
||
LIFO allowances
|
(31
|
)
|
|
(27
|
)
|
||
Total
|
$
|
519
|
|
|
$
|
506
|
|
|
Gains (losses) recognized in Other comprehensive income
|
||||||
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Commodity purchase derivative contracts
|
$
|
4
|
|
|
$
|
2
|
|
Foreign exchange derivative contracts
|
—
|
|
|
(1
|
)
|
||
Interest rate derivative contracts
|
—
|
|
|
2
|
|
||
Total
|
$
|
4
|
|
|
$
|
3
|
|
|
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
|
||||||
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Commodity purchase derivative contracts
|
$
|
4
|
|
|
$
|
—
|
|
Foreign exchange derivative contracts
|
1
|
|
|
(1
|
)
|
||
Interest rate derivative contracts
|
(2
|
)
|
|
(2
|
)
|
||
Total
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
|
|
|
|
9/30/2018
|
|
6/30/2018
|
||||||||||||
|
Balance sheet
classification |
|
Fair value
hierarchy level |
|
Carrying
Amount |
|
Estimated
Fair Value |
|
Carrying
Amount |
|
Estimated
Fair Value |
||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments including money market funds
|
Cash and cash
equivalents (a) |
|
1
|
|
$
|
40
|
|
|
$
|
40
|
|
|
$
|
24
|
|
|
$
|
24
|
|
Time deposits
|
Cash and cash
equivalents (a) |
|
2
|
|
32
|
|
|
32
|
|
|
23
|
|
|
23
|
|
||||
Commodity purchase swaps contracts
|
Prepaid expenses and other current assets
|
|
2
|
|
4
|
|
|
4
|
|
|
3
|
|
|
3
|
|
||||
Foreign exchange forward contracts
|
Prepaid expenses and other current assets
|
|
2
|
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Trust assets for nonqualified deferred compensation plans
|
Other assets
|
|
1
|
|
93
|
|
|
93
|
|
|
86
|
|
|
86
|
|
||||
|
|
|
|
|
$
|
170
|
|
|
$
|
170
|
|
|
$
|
138
|
|
|
$
|
138
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Notes and loans payable
|
Notes and loans payable
(b)
|
|
2
|
|
$
|
280
|
|
|
$
|
280
|
|
|
$
|
199
|
|
|
$
|
199
|
|
Commodity purchase futures contracts
|
Accounts payable and accrued liabilities
|
|
1
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Current maturities of long-term debt
and Long-term debt
|
Current maturities of long-
term debt and Long-term debt (c) |
|
2
|
|
2,285
|
|
|
2,269
|
|
|
2,284
|
|
|
2,269
|
|
||||
|
|
|
|
|
$
|
2,566
|
|
|
$
|
2,550
|
|
|
$
|
2,484
|
|
|
$
|
2,469
|
|
(a)
|
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.
|
(b)
|
Notes and loans payable is composed of U.S. commercial paper and/or other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which approximates fair value.
|
(c)
|
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.
|
|
Three Months Ended
|
|||
|
9/30/2018
|
|
9/30/2017
|
|
Basic
|
127,803
|
|
129,019
|
|
Dilutive effect of stock options and other
|
2,143
|
|
2,490
|
|
Diluted
|
129,946
|
|
131,509
|
|
|
|
|
|
|
Antidilutive stock options and other
|
967
|
|
1,174
|
|
|
Three Months Ended
|
||||||||||||
|
9/30/2018
|
|
9/30/2017
|
||||||||||
|
Amount
|
|
Shares
(in thousands) |
|
Amount
|
|
Shares
(in thousands) |
||||||
Open-market purchase program
|
$
|
78
|
|
|
591
|
|
|
$
|
—
|
|
|
—
|
|
Evergreen Program
|
120
|
|
|
832
|
|
|
60
|
|
|
450
|
|
|
|
Three Months Ended
|
||||||
|
|
9/30/2018
|
|
9/30/2017
|
||||
Earnings from continuing operations
|
|
$
|
210
|
|
|
$
|
192
|
|
Earnings (losses) from discontinued operations, net of tax
|
|
—
|
|
|
—
|
|
||
Net earnings
|
|
210
|
|
|
192
|
|
||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
(2
|
)
|
|
14
|
|
||
Net unrealized gains (losses) on derivatives
|
|
1
|
|
|
5
|
|
||
Pension and postretirement benefit adjustments
|
|
1
|
|
|
—
|
|
||
Total other comprehensive income (loss), net of tax
|
|
—
|
|
|
19
|
|
||
Comprehensive income
|
|
$
|
210
|
|
|
$
|
211
|
|
|
Foreign currency translation adjustments
|
|
Net unrealized gains (losses) on derivatives
|
|
Pension and postretirement benefit adjustments
|
|
Accumulated other comprehensive (loss) income
|
||||||||
Balance as of June 30, 2017
|
$
|
(356
|
)
|
|
$
|
(37
|
)
|
|
$
|
(150
|
)
|
|
$
|
(543
|
)
|
Other comprehensive income (loss) before reclassifications
|
16
|
|
|
3
|
|
|
—
|
|
|
19
|
|
||||
Amounts reclassified from Accumulated other comprehensive net (loss) income
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
||||
Income tax benefit (expense)
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
||||
Net current period other comprehensive income (loss)
|
14
|
|
|
5
|
|
|
—
|
|
|
19
|
|
||||
Balance as of September 30, 2017
|
$
|
(342
|
)
|
|
$
|
(32
|
)
|
|
$
|
(150
|
)
|
|
$
|
(524
|
)
|
Balance as of June 30, 2018
|
$
|
(384
|
)
|
|
$
|
(25
|
)
|
|
$
|
(138
|
)
|
|
$
|
(547
|
)
|
Other comprehensive income (loss) before reclassifications
|
(2
|
)
|
|
4
|
|
|
—
|
|
|
2
|
|
||||
Amounts reclassified from Accumulated other comprehensive net (loss) income
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
(1
|
)
|
||||
Income tax benefit (expense)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Net current period other comprehensive income (loss)
|
(2
|
)
|
|
1
|
|
|
1
|
|
|
—
|
|
||||
Balance as of September 30, 2018
|
$
|
(386
|
)
|
|
$
|
(24
|
)
|
|
$
|
(137
|
)
|
|
$
|
(547
|
)
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
6
|
|
|
6
|
|
||
Expected return on plan assets
(1)
|
(4
|
)
|
|
(5
|
)
|
||
Amortization of unrecognized items
|
2
|
|
|
3
|
|
||
Total
|
$
|
4
|
|
|
$
|
4
|
|
|
Net sales
|
||||||
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Cleaning
|
$
|
571
|
|
|
$
|
559
|
|
Household
|
442
|
|
|
441
|
|
||
Lifestyle
|
309
|
|
|
246
|
|
||
International
|
241
|
|
|
254
|
|
||
Corporate
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,563
|
|
|
$
|
1,500
|
|
|
|
|
|
||||
|
Earnings (losses) from continuing operations before income taxes
|
||||||
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Cleaning
|
$
|
180
|
|
|
$
|
172
|
|
Household
|
59
|
|
|
73
|
|
||
Lifestyle
|
62
|
|
|
64
|
|
||
International
|
28
|
|
|
23
|
|
||
Corporate
|
(61
|
)
|
|
(53
|
)
|
||
Total
|
$
|
268
|
|
|
$
|
279
|
|
•
|
Cleaning
consists of laundry, home care and professional products marketed and sold in the United States. Products within this segment include laundry additives, including bleach products under the Clorox
®
brand and Clorox 2
®
stain fighter and color booster; home care products, primarily under the Clorox
®
, Formula 409
®
, Liquid-Plumr
®
, Pine-Sol
®
, S.O.S
®
and Tilex
®
brands; naturally derived products under the Green Works
®
brand; and professional cleaning and disinfecting and food service products under the Clorox
®
, Dispatch
®
, HealthLink
®
, Clorox Healthcare
®
, Hidden Valley
®
, KC Masterpiece
®
and Soy Vay
®
brands.
|
•
|
Household
consists of charcoal, bags, wraps and containers, cat litter, and digestive health products marketed and sold in the United States. Products within this segment include charcoal products under the Kingsford
®
and Match Light
®
brands; bags, wraps and containers under the Glad
®
brand; cat litter products under the Fresh Step
®
, Scoop Away
®
and Ever Clean
®
brands; and digestive health products under the RenewLife
®
brand.
|
•
|
Lifestyle
consists of food products, water-filtration systems and filters, natural personal care products, and dietary supplements primarily marketed and sold in the United States. Products within this segment include dressings and sauces, primarily under the Hidden Valley
®
, KC Masterpiece
®
, Kingsford
®
and Soy Vay
®
brands; water-filtration systems and filters under the Brita
®
brand; natural personal care products under the Burt’s Bees
®
brand; and dietary supplements under the Rainbow Light
®
, Natural Vitality
®
and Neocell
®
brands.
|
•
|
International
consists of products sold outside the United States. Products within this segment include laundry, home care, water-filtration, digestive health products, charcoal and cat litter products, food products, bags, wraps and containers and natural personal care products and professional cleaning and disinfecting products, primarily under the Clorox
®
, Glad
®
, PinoLuz
®
, Ayudin
®
, Limpido
®
, Clorinda
®
, Poett
®
, Mistolin
®
, Lestoil
®
, Bon Bril
®
, Brita
®
, Green Works
®
, Pine-Sol
®
, Agua Jane
®
, Chux
®
, RenewLife
®
, Kingsford
®
, Fresh Step
®
, Scoop Away
®
, Ever Clean
®
, KC Masterpiece
®
, Hidden Valley
®
,
Burt’s Bees
®
and Clorox Healthcare
®
brands.
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Net sales
|
$
|
1,563
|
|
|
$
|
1,500
|
|
|
4
|
%
|
|
Three Months Ended
|
|||||||||||||||
|
|
|
|
|
|
|
% of Net Sales
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|
9/30/2018
|
|
9/30/2017
|
|||||||
Selling and administrative expenses
|
$
|
212
|
|
|
$
|
204
|
|
|
4
|
%
|
|
13.6
|
%
|
|
13.6
|
%
|
Advertising costs
|
139
|
|
|
134
|
|
|
4
|
|
|
8.9
|
|
|
8.9
|
|
||
Research and development costs
|
32
|
|
|
32
|
|
|
—
|
|
|
2.0
|
|
|
2.1
|
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Interest expense
|
$
|
24
|
|
|
$
|
21
|
|
Other (income) expense, net
|
3
|
|
|
3
|
|
||
Effective tax rate on earnings
|
21.5
|
%
|
|
31.3
|
%
|
|
|
Three Months Ended
|
|||||||||
|
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Diluted net earnings per share from continuing operations
|
|
$
|
1.62
|
|
|
$
|
1.46
|
|
|
11
|
%
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Net sales
|
$
|
571
|
|
|
$
|
559
|
|
|
2
|
%
|
Earnings from continuing operations before income taxes
|
180
|
|
|
172
|
|
|
5
|
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Net sales
|
$
|
442
|
|
|
$
|
441
|
|
|
—
|
%
|
Earnings from continuing operations before income taxes
|
59
|
|
|
73
|
|
|
(19
|
)
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Net sales
|
$
|
309
|
|
|
$
|
246
|
|
|
26
|
%
|
Earnings from continuing operations before income taxes
|
62
|
|
|
64
|
|
|
(3
|
)
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Net sales
|
$
|
241
|
|
|
$
|
254
|
|
|
(5
|
)%
|
Earnings from continuing operations before income taxes
|
28
|
|
|
23
|
|
|
22
|
|
|
Three Months Ended
|
|||||||||
|
9/30/2018
|
|
9/30/2017
|
|
% Change
|
|||||
Losses from continuing operations before income taxes
|
$
|
(61
|
)
|
|
$
|
(53
|
)
|
|
15
|
%
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
Net cash provided by continuing operations
|
$
|
259
|
|
|
$
|
259
|
|
Net cash used for investing activities
|
(36
|
)
|
|
(36
|
)
|
||
Net cash used for financing activities
|
(192
|
)
|
|
(176
|
)
|
|
Twelve Months Ended
|
||
|
9/30/2018
|
||
Earnings from continuing operations
|
$
|
841
|
|
Add back:
|
|
||
Interest expense
|
88
|
|
|
Income tax expense
|
202
|
|
|
Depreciation and amortization
|
170
|
|
|
Non-cash asset impairment charges
|
1
|
|
|
Deduct:
|
|
||
Interest income
|
(6
|
)
|
|
Consolidated EBITDA
|
$
|
1,296
|
|
Interest expense
|
$
|
88
|
|
Interest Coverage ratio
|
14.7
|
|
|
Three Months Ended
|
||||||||||||
|
9/30/2018
|
|
9/30/2017
|
||||||||||
|
Amount
|
|
Shares
(in thousands) |
|
Amount
|
|
Shares
(in thousands) |
||||||
Open-market purchase program
|
$
|
78
|
|
|
591
|
|
|
$
|
—
|
|
|
—
|
|
Evergreen Program
|
120
|
|
|
832
|
|
|
60
|
|
|
450
|
|
|
|
Three Months Ended
|
||||||
|
|
9/30/2018
|
|
9/30/2017
|
||||
Dividends per share declared
|
|
$
|
0.96
|
|
|
$
|
0.84
|
|
Total dividends paid
|
|
122
|
|
|
108
|
|
•
|
intense competition in the Company’s markets;
|
•
|
the impact of the changing retail environment, including the growth of e-commerce retailers, hard discounters and other alternative retail channels;
|
•
|
volatility and increases in commodity costs such as resin, sodium hypochlorite and agricultural commodities, and increases in energy, transportation or other costs;
|
•
|
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;
|
•
|
dependence on key customers and risks related to customer consolidation and ordering patterns;
|
•
|
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;
|
•
|
the Company's ability to maintain its business reputation and the reputation of its brands;
|
•
|
risks relating to acquisitions, new ventures and divestitures, and associated costs, including the potential for asset impairment charges related to, among others, intangible assets and goodwill; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions, including those related to the Nutranext acquisition;
|
•
|
lower revenue or increased costs resulting from government actions and regulations;
|
•
|
the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including changes in regulatory or administrative activity and as a result of the Nutranext acquisition;
|
•
|
worldwide, regional and local economic and financial market conditions;
|
•
|
risks related to international operations and international trade, including political instability; government-imposed price controls or other regulations; foreign currency fluctuations, including devaluation, and foreign currency exchange rate controls, including periodic changes in such controls; changes in U.S. immigration or trade policies, including tariffs, labor claims, labor unrest and inflationary pressures, particularly in Argentina; 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; and the possibility of nationalization, expropriation of assets or other government action;
|
•
|
the ability of the Company to innovate and to develop and introduce commercially successful products;
|
•
|
the impact of product liability claims, labor claims and other legal or tax proceedings, including in foreign jurisdictions;
|
•
|
the ability of the Company to implement and generate cost savings and efficiencies;
|
•
|
the success of the Company’s business strategies;
|
•
|
risks related to additional increases in the estimated fair value of The Procter & Gamble Company's (P&G) interest in the Glad
®
business such as the significant increases over fiscal year 2018 primarily due to the Tax Act and the extension of the venture agreement with, and the related R&D support provided by P&G;
|
•
|
the Company's ability to attract and retain key personnel;
|
•
|
supply disruptions and other risks inherent in reliance on a limited base of suppliers;
|
•
|
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 impact of natural disasters, terrorism and other events beyond the Company’s control;
|
•
|
the Company’s ability to maximize, assert and defend its intellectual property rights;
|
•
|
any infringement or claimed infringement by the Company of third-party intellectual property rights;
|
•
|
risks related to the effects of the Tax Act on the Company as the Company continues to assess and analyze such effects as well as its current interpretation, assumptions and expectations relating to the Tax Act, and the possibility that the final impact of the Tax Act on the Company may be materially different from the Company’s current estimates based on the Company’s actual results for future periods, the Company’s further assessment and analysis of the Tax Act, any additional Congressional, administrative or other actions, or other guidance related to the Tax Act and any actions that the Company may take as a result of the Tax Act;
|
•
|
uncertainties relating to tax positions, tax disputes and changes in the Company’s tax rate;
|
•
|
the effect of the Company’s indebtedness and credit rating on its business operations and financial results;
|
•
|
the Company’s ability to pay and declare dividends or repurchase its stock in the future;
|
•
|
the Company’s ability to maintain an effective system of internal controls;
|
•
|
the impacts of potential stockholder activism.
|
•
|
the accuracy of the Company’s estimates and assumptions on which its financial projections are based; and
|
•
|
risks related to the Company’s discontinuation of operations in Venezuela.
|
|
[a]
|
|
[b]
|
|
[c]
|
|
[d]
|
||||
Period
|
Total Number of
Shares Purchased
(1)
|
|
Average Price Paid
per Share (2)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs
|
||||
July 1 to 31, 2018
|
646,953
|
|
|
$
|
132.59
|
|
|
646,953
|
|
|
$1,827 million
|
August 1 to 31, 2018
|
719,774
|
|
|
144.73
|
|
|
719,774
|
|
|
$1,827 million
|
|
September 1 to 30, 2018
|
55,991
|
|
|
149.72
|
|
|
55,991
|
|
|
$1,827 million
|
|
Total
|
1,422,718
|
|
|
$
|
139.40
|
|
|
1,422,718
|
|
|
|
(1)
|
Of the shares purchased in July 2018, 590,977 shares were acquired pursuant to the Company’s 2018 Open-Market Program and 55,976 shares were acquired pursuant to the Company's Evergreen Program. All shares purchased in August 2018 and September 2018 were acquired pursuant to the Evergreen Program.
|
(2)
|
Average price paid per share in the period includes commission.
|
|
||
|
||
|
||
|
||
|
||
101
|
|
The following materials from The Clorox Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2018, are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
|
|
THE CLOROX COMPANY
|
|
|
(Registrant)
|
|
||
|
||
DATE: October 31, 2018
|
BY
|
/s/ Jeffrey R. Baker
|
|
|
Jeffrey R. Baker
Vice President – Chief Accounting Officer and Corporate Controller
|
GRANTEE
|
<<1) Optionee ID>>
|
TOTAL RESTRICTED UNITS AWARDED
|
<<4) Shares Granted>>
|
DATE OF AWARD
|
<<8) Grant Date>>
|
PERIOD OF RESTRICTION
|
100% vests 36 months from the date of award
|
1.
|
Grant of Units
. The Company hereby grants to the Grantee the Units set forth above, subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Units set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
|
2.
|
Nature and Settlement of Award
. The Units represent an unfunded, unsecured promise by the Company to issue Shares. Units will be settled in Shares on a one Share for one Unit basis, rounded down to the nearest whole Share, less any Shares withheld in accordance with the provisions of Section 4 of this Agreement. Settlement shall occur as soon as practicable after the Period of Restriction lapses as provided in the Summary of Restricted Stock Unit Award above, but in any event, within the period ending on the later to occur of the date that is 2 ½ months from the end of (1) the Grantee’s tax year that includes the date of the lapse of the Period of Restriction, or (2) the Company’s tax year that includes the date of the lapse of the Period of Restriction (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). Although the Units shall be vested within the meaning of Section 83 of the Internal Revenue Code since no substantial risk of forfeiture exists after the Period of Restriction lapses, the Units will not be earned until the Grantee has fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in Section 9(b), 9(c), 9(d), 9(e) and Section 10, and the Grantee shall have no right to retain the Shares or the value thereof upon vesting or settlement of the Units until all such conditions precedent have been satisfied.
|
3.
|
Dividend Equivalents
. No Dividend Equivalents shall be paid to the Grantee prior to the lapse of the Period of Restriction. Rather, such Dividend Equivalent payments will accrue and be notionally credited to the Grantee’s RSU account and paid out in the form of additional Shares after the lapse of the Period of Restriction, within the time period described in Section 2 above.
|
4.
|
Taxes
. Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares in settlement of Units upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the
|
5.
|
Termination of Employment or Service
.
|
a.
|
If the Grantee’s employment or service with the Company and its Subsidiaries is terminated for any reason, any Units (the “Unvested Units”) for which the Period of Restriction has not lapsed before such termination of employment or service and/or any Dividend Equivalents related thereto shall be forfeited. Notwithstanding the above, if the Grantee’s termination of employment or service is due to death or Disability, the Units shall become 100% vested and the Period of Restriction on the Units shall lapse and all Dividend Equivalents related thereto shall become immediately vested and payable as of such termination date.
|
b.
|
Definition of “Disability.” For purposes of this Agreement, the Grantee’s employment shall be deemed to have terminated due to the Grantee’s Disability if the Grantee is entitled to long-term disability benefits under the Company’s long-term disability plan or policy, as in effect on the date of termination of the Grantee’s employment.
|
6.
|
Authorization to Return Forfeited Units
. The Grantee authorizes the Company or its designee to return to the Company all Units and related Dividend Equivalents and Shares subject thereto which are forfeited along with any cash or other property held with respect to or in substitution of such Units, related Dividend Equivalents and/or Shares. Any such action shall comply with all applicable provisions of this Agreement or the Plan.
|
7.
|
Transferability of Units
. Unless otherwise determined by the Committee, Units shall not be transferable by the Grantee other than by will or by the laws of descent or distribution. For avoidance of doubt, Shares issued to the Grantee in settlement of Units pursuant to Section 2 of this Agreement shall not be subject to any of the foregoing transferability restrictions.
|
8.
|
Change in Control
. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under Applicable Laws or by the rules and regulations of any governing governmental agencies or national securities exchanges, any Unvested Units and related Dividend Equivalents shall become 100% vested and the Period of Restriction for the Units and related Dividend Equivalents shall lapse, unless the Units are assumed, converted or replaced by the continuing entity; provided, however, that in the event the Grantee’s employment is terminated without Cause or by the Grantee for Good Reason upon or within twenty-four (24) months following consummation of a Change in Control, the Period of Restriction on any replacement awards shall lapse and all Dividend Equivalents related thereto shall become immediately payable. For purposes of this Agreement, the term “Good Reason” shall have the meaning set forth in any employment agreement or severance agreement or policy applicable to the Grantee. If the Grantee is not a party to any agreement or covered by a policy in which a definition of “Good Reason” is provided, then the following definition shall apply:
|
a.
|
The assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including offices, titles and reporting requirements), authority, duties or responsibilities as they existed at any time during the 120-day period immediately preceding the Change in Control, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee; or
|
b.
|
Any material reduction by the Company of the Grantee’s Base Salary or bonus target, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Grantee; or
|
c.
|
The Company requires the Grantee to be based at any office or location which increases his commute by more than 50 miles from his commute immediately prior to the Change in Control.
|
9.
|
Protection of Trade Secrets and Limitations on Exercise
.
|
a.
|
Definitions
.
|
i.
|
“
Affiliated Company
” means any organization controlling, controlled by or under common control with the Company.
|
ii.
|
“
Confidential Information
” means the Company’s technical or business or personnel information not readily available to the public or generally known in the trade, including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Grantee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality.
|
iii.
|
“
Conflicting Product
” means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development that (1) resembles or competes with a product, process, machine, or service upon or with which the Grantee shall have worked during the two years prior to the Grantee’s termination of employment with the Company or any Affiliated Company or (2) with respect to which during that period of time the Grantee, as a result of his/her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Grantee has knowledge of information to which s/he has been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.
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iv.
|
“
Conflicting Organization
” means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing or selling of a Conflicting Product.
|
b.
|
Right to Retain Units/Shares Contingent on Protection of Confidential Information
. In partial consideration for the award of these Units, the Grantee agrees that at all times, both during and after the term of the Grantee’s employment with the Company or any Affiliated Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (except for the benefit of the Company at the Company’s direction), regardless of when disclosed to the Grantee, any and all Confidential Information of the Company or any Affiliated Company. The Grantee understands that for purposes of this Section 9(b), Confidential Information further includes, but is not limited to, information pertaining to any aspect of the business of the Company or any Affiliated Company which is either information not known (or known as a result of a wrongful act of the Grantee or of others who were under confidentiality obligations as to the item or items involved) by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company. If, prior to the
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c.
|
No Interference with Customers or Suppliers
. In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the settlement of any of the Units, for himself/herself or any third party, directly or indirectly, from using Confidential Information to (1) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, or (2) intentionally solicit its customers with which it has a contractual relationship as to Conflicting Products, or interfere with the contractual relationship with any of its suppliers or customers (collectively, “Interfere”). If, during the Period of Restriction or at any time within one (1) year after the settlement of any of the Units, the Grantee breaches his/her obligation not to Interfere, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares. For avoidance of doubt, the term “Interfere” shall not include any advertisement of Conflicting Products through the use of media intended to reach a broad public audience (such as television, cable or radio broadcasts, or newspapers or magazines) or the broad distribution of coupons through the use of direct mail or through independent retail outlets.
THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT OF ANY OF THE UNITS.
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d.
|
No Solicitation of Employees
. In partial consideration for the award of these Units, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the settlement of any of the Units, for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited person’s employment and for a period of one (1) year after the termination of the solicited person’s employment with the Company or any Affiliated Company (collectively “Solicit”). If, during the term of the Period of Restriction or at any time within one (1) year after the settlement of any of the Units, the Grantee breaches his/her obligation not to Solicit, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares.
THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS NON-SOLICITATION OF EMPLOYEES PROVISION DURING THE PERIOD OF RESTRICTION OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT OF ANY OF THE UNITS.
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e.
|
Injunctive and Other Available Relief
. By acceptance of these Units and any Shares issued in settlement thereof, the Grantee acknowledges that, if the Grantee were to breach or threaten to breach his/her obligation hereunder not to Interfere or Solicit or not to disclose or use any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the harm caused to the Company by such breach or threatened breach would be, by its nature, irreparable because, among other things, damages would be significant and the monetary harm that would ensue would not be able to be readily proven, and that the Company would be entitled to injunctive and other appropriate relief to prevent threatened or continued breach and to such other remedies as may be available at law or in equity. To the extent not prohibited by law, any cancellation of the Units pursuant to any of Sections 9(b) through 9(d) above shall not restrict, abridge or otherwise limit in any fashion the types and scope of injunctive and other available relief to the Company. Notwithstanding any provision of this Agreement to the contrary, nothing under this Agreement shall limit, abridge, modify or otherwise restrict the Company (or any Affiliated Company) from pursuing any or all legal, equitable or other appropriate remedies to which the Company may be entitled under any other agreement with the Grantee, any other plan, program, policy or arrangement of the Company (or any Affiliated Company) under which the Grantee is covered or participates, or any applicable law, all to the fullest extent not prohibited under applicable law.
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f.
|
Permitted Reporting and Disclosure
. Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance is Grantee authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s General Counsel. Any reporting or disclosure permitted under this Section 9(f) shall not result in the cancellation of Shares.
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10.
|
Right to Retain Units/Shares Contingent on Continuing Non-Conflicting Employment
. In partial consideration for the award of these Units in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to receive the Shares upon settlement of the Units is contingent upon the Grantee refraining, during the Period of Restriction and for a period of one (1) year after the settlement of any of the Units, from rendering services, directly or indirectly, as director, officer, employee, agent, consultant or otherwise, to any Conflicting Organization except a Conflicting Organization whose business is diversified and that, as to that part of its business to which the Grantee renders services, is not a Conflicting Organization, provided that the Company shall receive separate written assurances satisfactory to the Company from the Grantee and the Conflicting Organization that the Grantee shall not render services during such period with respect to a Conflicting Product. If, prior to the expiration of the Period of Restriction or at any time within one (1) year after the settlement of any of the Units, the Grantee shall render services to any Conflicting Organization other than as expressly permitted herein, the Grantee’s right to the Shares upon settlement of the Units shall not have been earned and the Units, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares issued in settlement of the Units or the pre-tax income derived from any disposition of such Shares.
THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE GRANTEE FROM RENDERING SERVICES TO A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE CANCELLATION OF THE UNITS AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO RENDER SUCH SERVICES DURING THE PERIOD OF RESTRICTION OR WITHIN ONE YEAR AFTER THE SETTLEMENT OF ANY OF THE UNITS.
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11.
|
Repayment Obligation
. In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Units that
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12.
|
Miscellaneous Provisions
.
|
a.
|
Choice of Law, Exclusive Jurisdiction and Venue
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The courts of the State of Delaware shall have exclusive jurisdiction over any disputes or other proceedings relating to this Agreement, and venue shall reside with the courts in New Castle County, Delaware, including if jurisdiction shall so permit, the U.S. District Court for the District of Delaware.
Accordingly, the Grantee agrees that any claim of any type relating to this Agreement must be brought and maintained in the appropriate court located in New Castle County, Delaware, including if jurisdiction will so permit, in the U.S. District Court for the State of Delaware. The Grantee hereby consents to the jurisdiction over the Grantee of any such courts and waives all objections based on venue or inconvenient forum.
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b.
|
Modification or Amendment
. This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement shall be made which would materially and adversely affect the rights of the Grantee, without such Grantee’s written consent.
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c.
|
Severability
. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced to reflect the intent of the parties to the fullest extent not prohibited by law, and in the event that such provision is not able to be so construed and enforced, then this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included. In amplification of the preceding sentence, in the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall have the power to reduce the time period or scope to the maximum time period or scope permitted by law.
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d.
|
References to Plan
. All references to the Plan shall be deemed references to the Plan as may be amended.
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e.
|
Headings
. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation.
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f.
|
Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Grantee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the Grantee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Units set forth in this Agreement.
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g.
|
Section 409A Compliance
. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, and any related regulations or other guidance
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h.
|
Agreement with Terms
. Receipt of any benefits under this Agreement by the Grantee shall constitute the Grantee’s acceptance of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Agreement, and the Company shall administer this Agreement accordingly.
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US PSU Agreement CEC GL32
|
|
Exhibit 10.2
|
GRANTEE:
|
<<<Participant Name - 1>>>
|
|
TARGET AWARD:
|
<<<Target Shares Granted>>>
|
|
GRANT ID:
|
<<<Grant ID>>>
|
|
PERFORMANCE PERIOD:
|
July 1, 2018 through June 30, 2021
|
|
DATE OF GRANT:
|
<<<Grant Date - 2>>>
|
|
SETTLEMENT DATE:
|
Within 75 days following the last day of the Performance Period, provided the Grantee has remained in the employment or service of the Company or its Subsidiaries through such date (except for a termination of employment or service due to death, Disability or Retirement, as provided below)
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|
1.
|
Grant of Performance Shares
.
The Company hereby grants to the Grantee the Target Award set forth above, payment of which is dependent upon the achievement of certain performance goals more fully described in Section 3 of this Agreement. This Award is subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Performance Shares set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
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2.
|
Nature and Settlement of Award
.
The Performance Shares awarded pursuant to this Agreement represent the opportunity to receive Shares of the Company and Dividend Equivalents on such Shares (as described in Section 4 below). The Company shall issue to the Participant one Share for each vested Performance Share (plus any Dividend Equivalents accrued with respect to such vested Performance Shares), rounded to the nearest whole share, less any Shares withheld in accordance with the provisions of Section 7 of this Agreement. Settlement shall occur on a date chosen by the Committee, which date shall be within seventy-five (75) days following the last day of the Performance Period, or any deferred settlement date established pursuant to Section 6 of this Agreement, whichever is later (the “Settlement Date”), and except as specifically provided in Section 5 of this Agreement, provided the Grantee has remained in the employment or service of the Company or its Subsidiaries through the Settlement Date. Although vested within the meaning of Section 83 of the Internal Revenue Code since no substantial risk of forfeiture exists at the Settlement Date, the Performance Shares (and any associated Dividend Equivalents) will not be earned until the Grantee has fulfilled all of the conditions precedent set forth in this Agreement, including, but not limited to, the obligations set forth in Sections 9(b), 9(c), 9(d), 9(e) and Section 10, and the Grantee shall have no right to retain the Shares or the value thereof upon vesting or settlement of the Performance Shares until all such conditions precedent have been satisfied.
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3.
|
Determination of Number of Performance Shares Vested
. The number of Performance Shares vested, if any, for the Performance Period shall be determined in accordance with the following formula:
|
|
EP Growth
(for each fiscal year in the Performance Period) |
|
|
|
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|
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4.
|
Dividend Equivalent Rights.
No Dividend Equivalents shall be paid to the Grantee prior to the settlement of the award. Rather, such Dividend Equivalent payments will accrue and be notionally credited to the Grantee’s Performance Share account and paid out at the Payout Percentage in the form of additional Shares (the “Dividend Equivalent Shares”) upon settlement of the award, as described in Section 2 above.
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5.
|
Termination of Continuous Service
.
Except as otherwise provided below, if the Grantee’s employment or service with the Company and its Subsidiaries is terminated for any reason prior to the Settlement Date, all Performance Shares and Dividend Equivalents subject to this Agreement shall be immediately forfeited.
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a.
|
Termination due to Death or Disability
. If the Grantee’s termination of employment or service is due to death or Disability, all Performance Shares and Dividend Equivalents shall immediately vest and will be paid upon completion of the Performance Period based on the level of performance achieved as of the end of such Performance Period.
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b.
|
Termination due to Retirement
. If the Grantee’s termination of employment or service is due to Retirement, the Performance Shares shall vest on a pro rata monthly basis, including full credit for partial months elapsed and rounded to the nearest whole Share, and will be paid upon completion of the Performance Period based on the level of performance achieved as of the end of such Performance Period; provided, however, that this provision shall not apply in the event the Grantee’s employment or service is terminated for Cause. The amount of the vested Award may be computed under the following formula: Target Award times (number of full months elapsed in Performance Period (i.e., rounding up for any partial month) divided by number of full months in Performance Period) times percent performance level achieved as of the end of the Performance Period. Dividend Equivalents accrued through the Grantee’s date of termination due to Retirement shall be paid at the same time as the settlement of the vested Performance Shares.
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c.
|
Definition of “Retirement.
” For purposes of this Agreement, the term “Retirement” shall mean termination of employment or service as an Employee after (1) twenty (20) or more years of “vesting service,” which solely for purposes of this Agreement, shall be calculated under Article III of The Clorox Company 401(k) Plan (the “401(k) Plan”) entitled “Service” along with any other relevant provisions of the 401(k) Plan necessary or desirable to give full effect thereto, or any successor provisions, regardless of the status of the Grantee with respect to the 401(k) Plan (“Vesting Service”), or (2) attaining age fifty-five with ten (10) or more years of Vesting Service.
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d.
|
Definition of “Disability.
” For purposes of this Agreement, the Grantee’s employment shall be deemed to have terminated due to the Grantee’s Disability if the Grantee is entitled to long-term disability benefits under the Company’s long-term disability plan or policy, as in effect on the date of termination of the Grantee’s employment.
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6.
|
Election to Defer Settlement
. Prior to the commencement of the last year of the Performance Period, the Grantee may elect to defer the settlement of the Performance Shares from the last day of the Performance Period until a date at least two years following such date, or until the Grantee’s later termination of employment or service. If the Grantee makes such an election, it will become irrevocable on the date of such election. If the Grantee makes such an election, any Dividend Equivalents awarded with respect to such deferred Performance Shares shall also be deferred under the same terms. If the Grantee makes such an election, but a transaction occurs that subjects the Grantee’s Performance Shares to Section 19 of the Plan prior to the settlement date, the Grantee’s deferral election will terminate and the Grantee’s Performance Shares and Dividend Equivalents will
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7.
|
Taxes
. Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restriction or limitations that the Committee, in its sole discretion, deems appropriate.
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8.
|
Transferability of Performance Shares
. Performance Shares shall not be transferable by the Grantee other than by will or by the laws of descent or distribution. For avoidance of doubt, Shares issued to the Grantee in settlement of Performance Shares pursuant to Section 2 of this Agreement shall not be subject to any of the foregoing transferability restrictions.
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9.
|
Protection of Trade Secrets and Limitations on Retention.
|
a.
|
Definitions.
|
i.
|
“
Affiliated Company
” means any organization controlling, controlled by or under common control with the Company.
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ii.
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“
Confidential Information
” means the Company’s technical or business or personnel information not readily available to the public or generally known in the trade, including inventions, developments, trade secrets and other confidential information, knowledge, data and know-how of the Company or any Affiliated Company, whether or not they originated with the Grantee, or information which the Company or any Affiliated Company received from third parties under an obligation of confidentiality.
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iii.
|
“
Conflicting Product
” means any product, process, machine, or service of any person or organization, other than the Company or any Affiliated Company, in existence or under development that (1) resembles or competes with a product, process, machine, or service upon or with which the Grantee shall have worked during the two years prior to the Grantee’s termination of employment with the Company or any Affiliated Company or (2) with respect to which during that period of time the Grantee, as a result of his/her job performance and duties, shall have acquired knowledge of Confidential Information, and whose use or marketability could be enhanced by application to it of Confidential Information. For purposes of this section, it shall be conclusively presumed that the Grantee has knowledge of information to which s/he has been directly exposed through actual receipt or review of memorandum or documents containing such information or through actual attendance at meetings at which such information was discussed or disclosed.
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iv.
|
“
Conflicting Organization
” means any person or organization that is engaged in or about to become engaged in research on or development, production, marketing or selling of a Conflicting Product.
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b.
|
Right to Retain Shares Contingent on Protection of Confidential Information
. In partial consideration for the award of these Performance Shares, the Grantee agrees that at all times, both during and after the term of the Grantee’s employment with the Company or any Affiliated Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (except for the benefit of the Company at the Company’s direction), regardless of when disclosed to the
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c.
|
No Interference with Customers or Suppliers
. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, for a period of one (1) year after the Settlement Date (for purposes of this Section 9(c), ignoring any election to defer settlement pursuant to Section 6) of the Performance Shares, for himself/herself or any third party, directly or indirectly, from using Confidential Information to (1) divert or attempt to divert from the Company (or any Affiliated Company) any business of any kind in which it is engaged, or (2) intentionally solicit its customers with which it has a contractual relationship as to Conflicting Products, or to interfere with the contractual relationship with any of its suppliers or customers (collectively, “Interfere”). If, during the term of the Performance Period or at any time within one (1) year after the Settlement Date (for purposes of this Section 9(c), ignoring any election to defer settlement pursuant to Section 6), the Grantee breaches his/her obligation not to Interfere, the Grantee’s right to the Shares upon settlement of the Performance Shares shall not have been earned and the Performance Shares, whether vested or not, will be immediately cancelled, and the Grantee shall immediately return to the Company the Shares or the pre-tax income derived from any disposition of the Shares. For avoidance of doubt, the term “Interfere” shall not include any advertisement of Conflicting Products through the use of media intended to reach a broad public audience (such as television, cable or radio broadcasts, or newspapers or magazines) or the broad distribution of coupons through the use of direct mail or through independent retail outlets.
THE GRANTEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT INTENDED TO AND DOES NOT PROHIBIT THE CONDUCT DESCRIBED, BUT PROVIDES FOR THE CANCELLATION OF THE PERFORMANCE SHARES AND A RETURN TO THE COMPANY OF THE SHARES OR THE GROSS TAXABLE PROCEEDS OF THE SHARES IF THE GRANTEE SHOULD CHOOSE TO VIOLATE THIS “NO INTERFERENCE WITH CUSTOMERS OR SUPPLIERS” PROVISION DURING THE TERM OF THE PERFORMANCE PERIOD OR WITHIN ONE (1) YEAR AFTER THE SETTLEMENT DATE (FOR PURPOSES OF THIS SECTION 9(C), IGNORING ANY ELECTION TO DEFER SETTLEMENT PURSUANT TO SECTION 6).
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d.
|
No Solicitation of Employees
. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, for a period of one (1) year after the Settlement Date (for purposes of this Section 9(d), ignoring any election to defer settlement pursuant to Section 6), for himself/herself or any third party, directly or indirectly, from soliciting for employment any person employed by the Company, or by any Affiliated Company, during the period of the solicited
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e.
|
Injunctive and Other Available Relief
. By acceptance of these Performance Shares, the Grantee acknowledges that, if the Grantee were to breach or threaten to breach his/her obligation hereunder not to Interfere or Solicit or not to disclose or use any Confidential Information other than in the course of performing authorized services for the Company (or any Affiliated Company), the harm caused to the Company by such breach or threatened breach would be, by its nature, irreparable because, among other things, damages would be significant and the monetary harm that would ensue would not be able to be readily proven, and that the Company would be entitled to injunctive and other appropriate relief to prevent threatened or continued breach and to such other remedies as may be available at law or in equity. To the extent not prohibited by law, any cancellation of the Performance Shares pursuant to any of Sections 9(b) through 9(d) above shall not restrict, abridge or otherwise limit in any fashion the types and scope of injunctive and other available relief to the Company. Notwithstanding any provision of this Agreement to the contrary, nothing under this Agreement shall limit, abridge, modify or otherwise restrict the Company (or any Affiliated Company) from pursuing any or all legal, equitable or other appropriate remedies to which the Company may be entitled under any other agreement with the Grantee, any other plan, program, policy or arrangement of the Company (or any Affiliated Company) under which the Grantee is covered or participates, or any applicable law, all to the fullest extent not prohibited under applicable law.
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f.
|
Permitted Reporting and Disclosure
. Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided, that, in each case such communications and disclosures are consistent with applicable law. Notwithstanding the foregoing, under no circumstance is Grantee authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without prior written consent of the Company’s General Counsel. Any reporting or disclosure permitted under this Section 9(f) shall not result in the cancellation of Performance Shares. Grantee is entitled to certain immunities from liability under state and federal law for disclosing trade secrets if the disclosure was made to report or investigate an alleged violation of law, subject to certain conditions. Please see the Company’s Confidential Information Policy for further details.
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10.
|
Right to Retain Shares Contingent on Continuing Non-Conflicting Employment
. In partial consideration for the award of these Performance Shares, in order to forestall the disclosure or use of Confidential Information, as well as to deter the Grantee’s intentional interference with the contractual relations of the Company or any Affiliated Company, the Grantee’s intentional interference with prospective economic advantage of the Company or any Affiliated Company, and to promote fair competition, the Grantee agrees that the Grantee’s right to the Shares upon settlement of the Performance Shares is contingent upon the Grantee refraining, during the term of the Performance Period and for a period of one (1) year after the Settlement Date (for purposes of this Section 10, ignoring any election to defer settlement pursuant to Section 6), from rendering services,
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11.
|
Repayment Obligation
. In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee.
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12.
|
Miscellaneous Provisions
.
|
a.
|
Rights as a Stockholder
. Neither the Grantee nor the Grantee’s transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Award until the Performance Shares have been settled and Share certificates have been issued to the Grantee, transferee or representative, as the case may be.
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b.
|
Choice of Law, Exclusive Jurisdiction and Venue
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
The courts of the State of Delaware shall have exclusive jurisdiction over any disputes or other proceedings relating to this Agreement, and venue shall reside with the courts in New Castle County, Delaware, including if jurisdiction shall so permit, the U.S. District Court for the District of Delaware.
Accordingly, the Grantee agrees that any claim of any type relating to this Agreement must be brought and maintained in the appropriate court located in New Castle County, Delaware, including if jurisdiction will so permit, in the U.S. District Court for the State of Delaware. The Grantee hereby consents to the jurisdiction over the Grantee of any such courts and waives all objections based on venue or inconvenient forum.
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c.
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Modification or Amendment
. This Agreement may be modified or amended by the Board or the Committee at any time; provided, however, no modification or amendment to this Agreement shall be made which would materially and adversely affect the rights of the Grantee, without such Grantee’s written consent.
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d.
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Severability
. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced to reflect the intent of the parties to the fullest extent not prohibited by law, and in the event that such provision is not able to be so construed and enforced, then this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included. In amplification of the preceding sentence, in the event that the time period or scope of any provision is declared by a court or arbitrator of competent jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems enforceable, then such court or arbitrator shall have the power to reduce the time period or scope to the maximum time period or scope permitted by law.
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e.
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References to Plan
. All references to the Plan shall be deemed references to the Plan as may be amended.
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f.
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Headings
. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation.
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g.
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Interpretation
. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons. It is the intention of the Company and the Grantee to make the promises contained in this Agreement reasonable and binding only to the extent that it may be lawfully done under existing applicable laws. This Agreement and the Plan constitute the entire and exclusive agreement between the Grantee and the Company, and it supersedes all prior agreements or understandings, whether written or oral, with respect to the grant of Performance Shares set forth in this Agreement.
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h.
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Section 409A Compliance
. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.
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i.
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Agreement with Terms
. Receipt of any benefits under this Agreement by the Grantee shall constitute the Grantee’s acceptance of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this Agreement, and the Company shall administer this Agreement accordingly.
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1.
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I have reviewed this quarterly report on Form 10-Q of The Clorox Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: October 31, 2018
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/s/ Benno Dorer
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Benno Dorer
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of The Clorox Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: October 31, 2018
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/s/ Kevin B. Jacobsen
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Kevin B. Jacobsen
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Senior Vice President - Chief Financial Officer
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(1)
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the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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/s/ Benno Dorer
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Benno Dorer
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Chairman and Chief Executive Officer
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/s/ Kevin B. Jacobsen
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Kevin B. Jacobsen
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Senior Vice President - Chief Financial Officer
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