CLOROX CO /DE/
For the period ended Dec 31, 2025. Filed Feb 3, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 3, 2026
CLX$99.96+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-03.
0000021076-25-000053
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-03.
0000021076-26-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 136 previous paragraphs and 149 current paragraphs.
97 unchanged; 35 reworded; 17 added; 3 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The pending acquisition of GOJO Industries announced on January 22, 2026 and upcoming purchase of The Procter & Gamble Company’s (P&G) interest in the venture agreement for the Company’s Glad business reflect the Company’s commitment to continue evolving its portfolio to deliver long‑term value for shareholders.
Current report
Net salesand volume in the current three month period both decreased by 1%, primarily driven by lower consumption and partially offset by shipments ahead of consumption for several businesses.
Current report
Gross margin decreased by 60 basis points in the current three month period from 43.8% to 43.2%. The decrease was primarily driven by higher manufacturing and logistics costs, partially offset by cost savings.
Current report
Selling and administrative expenses, as a percentage of net sales, decreased by 90 basis points and increased by 110 basis points in the current three and six month periods, respectively, while dollars decreased in both the current three and six month periods. The dollar decrease in selling and administrative expenses in the current three month period was primarily due to lower costs related to the Company’s digital capabilities and productivity enhancements investment and lower incentive compensation. The dollar decrease in selling and administrative expenses in the current six month period was primarily due to lower incentive compensation.
Current report
Research and development costs, both as a percentage of net sales and dollars, were essentially flat in both the current three and six month periods as compared to prior periods. The Company continues to invest in product innovation and cost savings.
Current report
RESULTS OF OPERATIONS (Continued)
Current report
Diluted EPS decreased by $0.41, or 18%, in the current six month period, primarily due to lower net sales in the current period and lapping insurance recoveries in the prior period, partially offset by lapping losses on the divestiture of the Better Health VMS business in the prior period.
Current report
Volume, net sales and segment adjusted EBIT decreased by 8%, 9% and 27%, respectively, during the current six month period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to lower net sales and higher manufacturing and logistics costs.
Current report
Volume, net sales and segment adjusted EBIT decreased by 3%, 6% and 54%, respectively, during the current period. The volume decrease was primarily due to lower consumption. The variance between volume and net sales was primarily due to unfavorable price mix primarily due to a shift to larger sizes in Bags and Wraps. The decrease in segment adjusted EBIT was mainly due to higher manufacturing and logistics costs and lower net sales, partially offset by cost savings.
Current report
Both volume and net sales decreased by 5% and segment adjusted EBIT increased by 3%, during the current three month period. The volume decrease was primarily due to lower consumption. The increase in segment adjusted EBIT was primarily due to lower advertising investments, partially offset by lower net sales.
Current report
Volume, net sales, and segment adjusted EBIT increased by 2%, 7%, and 48%, respectively, during the current three month period. The volume increase was primarily driven by strong shipments in Latin America. The variance between volume and net sales was mainly due to favorable price mix and favorable foreign exchange rates. The increase in segment adjusted EBIT was primarily due to higher net sales and cost savings.
Current report
Volume was essentially flat, net sales increased by 3% and segment adjusted EBIT decreased by 11% in the current six month period. The variance between volume and net sales was mainly due to favorable price mix and favorable foreign exchange rates. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs, partially offset by higher net sales.
Current report
Net sales decreased by 100% in the current six month period primarily due to the divestiture of the Better Health VMS business in the first quarter of fiscal year 2025.
Current report
On January 31, 2026, the Company and P&G agreed that the Company will purchase P&G’s 20% interest for $476, which is expected to be paid in cash during the third quarter of fiscal year 2026.
Current report
NON-GAAP FINANCIAL MEASURES (Continued)
Current report
•occurrence of any event, change or other circumstance that could give rise to the termination of the GOJO acquisition agreement; the risk that the conditions to the completion of the proposed acquisition (including regulatory approval) are not satisfied in a timely manner or at all; the risks arising from the integration of the GOJO business; the uncertainty of rating agency actions; the risk that the anticipated benefits and synergies of the proposed acquisition may not be realized when expected or at all; the risk that the proposed acquisition may not be completed in a timely manner or at all; the risk of unexpected costs or expenses resulting from the proposed acquisition, including the costs of financing; the risk of litigation related to the proposed acquisition, including resulting expense or delay; the risks related to disruption to ongoing business operations of the Company and GOJO and diversion of time of management of the Company and GOJO as a result of the proposed acquisition; the risk that the proposed acquisition may have an adverse effect on the ability of the Company and GOJO to retain key personnel, customers and suppliers; the risk that the credit ratings of the Company decline following the proposed acquisition; the risk that the announcement or the consummation of the proposed acquisition has a negative effect on the market price of the common stock of the Company or on the Company’s or GOJO’s operating results;
Current report
CAUTIONARY STATEMENT (Continued)
Removed paragraphs (3)
Previous report
Selling and administrative expenses, as a percentage of net sales, increased by 350 basis points, while dollars were essentially flat in the current period versus the prior period. The increase in selling and administrative expenses as a percentage of net sales was primarily due to lower net sales in the current period related to the ERP transition.
Previous report
Research and development costs, as a percentage of net sales, increased by 20 basis points in the current period as compared to the prior period, while dollars were essentially flat. The increase in research and development costs as a percentage of net sales was primarily due to lower net sales in the current period related to the ERP transition. The Company continues to invest in product innovation and cost savings.
Previous report
Net sales decreased by 89% in the current three month period due to the divestiture of the Better Health VMS business in the first quarter of fiscal year 2025.
Reworded paragraphs (35)
Previous wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with MD&A and the condensed consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the SEC on August 8, 2025, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this Report). Unless otherwise noted, MD&A compares the three month period ended September 30, 2025 (the current period) to the three month period ended September 30, 2024 (the prior period), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate.
Current wording
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with MD&A and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which was filed with the SEC on August 8, 2025, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this Report). Unless otherwise noted, MD&A compares the three and six month period ended December 31, 2025 (the current period) to the three and six month period ended December 31, 2024 (the prior period), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate.
Previous wording
The impact of continued volatility in macroeconomic conditions and geopolitical instability, including ongoing conflicts in the Middle East and Ukraine, the potential for escalation in hostilities between the U.S. and Iran, and rising tensions between China and Taiwan, actual and potential shifts in U.S. and foreign trade, economic and other policies, have increased global macroeconomic and political uncertainty regarding the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global trade and supply chain disruptions. These factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
Current wording
The impact of continued volatility in macroeconomic conditions and geopolitical instability, including ongoing and rising tensions in various parts of the world, actual and potential shifts in U.S. and foreign trade, economic and other policies, have increased global macroeconomic and political uncertainty regarding the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global trade and supply chain disruptions. These factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
Previous wording
The Company has not experienced significant disruptions in its operations during the first quarter of fiscal year 2026. However, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures.
Current wording
The Company has not experienced significant disruptions in its operations during the first half of fiscal year 2026. However, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures.
Previous wording
The Company's transformation efforts continued into fiscal year 2026. The Company has begun transitioning core U.S. operations to the new enterprise resource planning system (ERP) as part of the continuing phased implementation of its technology transformation. As expected, the Company is in the stabilization phase and has experienced some sales timing impacts in the current and previous quarter. The Company remains on track to complete implementation this fiscal year. The total incremental transformational investment is expected to be approximately $580 million. The digital foundation provided by the Company’s new ERP supports its long-term financial goals through modernized capabilities that accelerate growth and deliver stronger efficiencies.
Current wording
The Company's transformation efforts continued into fiscal year 2026. The Company has continued transitioning core U.S. operations to the new enterprise resource planning system (ERP) as part of the continuing phased implementation of its technology transformation. The Company remains in the stabilization phase and is on track to complete implementation this fiscal year. The total incremental transformational investment is expected to be approximately $580 million. The digital foundation provided by the Company’s new ERP supports its long-term financial goals through modernized capabilities that accelerate growth and deliver stronger efficiencies.
Previous wording
(1)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the three month year-ago period.
Current wording
(1)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the six month year-ago period.
Previous wording
(2)This represents the net impact on net sales growth / (decrease) from pricing actions, mix, trade promotion spending, mix from acquisitions and divestitures and other factors. In the three months ended September 30, 2025, the impact from divestiture mix was 1% for Total Company.
Current wording
(2)This represents the net impact on net sales growth / (decrease) from pricing actions, mix, trade promotion spending, mix from acquisitions and divestitures and other factors. In the six months ended December 31, 2025, the impact from divestiture mix was 0% for Total Company.
Previous wording
(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the three months ended September 30, 2025, the volume impact of divestitures was (3)% for Total Company.
Current wording
(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the six months ended December 31, 2025, the volume impact of divestitures was (1)% for Total Company.
Previous wording
Net salesand volume in the current period decreased by 19% and 18%, respectively, driven by lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025.
Current wording
Net sales and volume in the current six month period decreased by 10% and 9%, respectively, primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025, and the divestiture of the Better Health VMS business.
Previous wording
Gross margin decreased by 410 basis points in the current period from 45.8% to 41.7%. The decrease was primarily driven by lower volume and higher manufacturing and logistics costs, partially offset by cost savings.
Current wording
Gross margin decreased by 230 basis points in the current six month period from 44.8% to 42.5%. The decrease was primarily driven by higher manufacturing and logistics costs and lower volume, partially offset by cost savings.
Previous wording
Advertising costs, as a percentage of net sales, increased by 20 basis points in the current period versus the prior period, while dollars decreased. The increase in advertising costs as a percentage of net sales was primarily due to lower net sales in the current period related to the ERP transition. The Company continues to support its brands. The Company’s U.S. retail advertising investments as a percentage of net sales increased from 12% to 13% versus the prior period.
Current wording
Advertising costs, as a percentage of net sales, increased by 10 basis points in both the current three and six month periods, versus the prior periods. The Company continues to support its brands. The Company’s U.S. retail advertising investments as a percentage of net sales was 12% in both the current and prior three month periods.
Previous wording
Loss on divestiture of $118 in the prior period reflected the loss on the divestiture of the Better Health VMS business. See notes to condensed consolidated financial statements for further information.
Current wording
Loss on divestiture of $118 in the prior six month period reflects the loss on the divestiture of the Better Health VMS business. See notes to condensed consolidated financial statements for further information.
Previous wording
Other (income) expense, net was ($5) and ($22) in the current and prior periods, respectively. The variance between the current and prior periods was primarily due to lapping the benefit of insurance recoveries mainly related to the cyberattack in fiscal year 2024.
Current wording
Other (income) expense, net was $1 and ($23) in the current and prior three month periods, respectively, and ($4) and ($45) in the current and prior six month periods, respectively. The variance between both the current and prior three and six month periods was primarily due to lapping the benefit of insurance recoveries mainly related to the cyberattack in fiscal year 2024.
Previous wording
The effective tax rate on earningswas 23.4%and 41.8% for the current and prior periods, respectively.The higher tax rate in the prior period as compared to the current period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business in the prior period.
Current wording
The effective tax rate on earningswas 25.1%and 24.5% for the current three and six month periods, respectively and 18.1% and 28.2% for the prior three and six months periods, respectively. The lower tax rate in the prior three month period as compared to the current period was primarily driven by an international legal entity reorganization and favorable stock-based compensation deductions both in the prior period. The higher tax rate in the prior six month period as compared to the current period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business, partially offset by an international legal entity reorganization and favorable stock-based compensation deductions all in the prior period.
Previous wording
Diluted net earnings per share (EPS) decreased by $0.15, or 19%, in the current period, primarily due to lower net sales in the current period, partially offset by the loss relating to the divestiture of the Better Health VMS business in the prior period.
Current wording
Diluted net earnings per share (EPS) decreased by $0.25, or 16%, in the current three month period, primarily due to lapping insurance recoveries and tax rate benefits in the prior period and lower gross profit in the current period.
Previous wording
Both volume and net sales decreased by 2%, and segment adjusted EBIT decreased by 46% during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs.
Current wording
Volume and net sales both increased by 2%, and segment adjusted EBIT decreased by 2%, during the current three month period. The volume increase was primarily due to incremental shipments related to the final phase of the ERP transition and strong shipments in Professional Products. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs, partially offset by higher net sales.
Previous wording
Volume, net sales and segment adjusted EBIT decreased by 16%, 19% and 47%, respectively, during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The variance between volume and net sales was primarily due to unfavorable price mix. The decrease in segment adjusted EBIT was primarily due to lower net sales and higher manufacturing and logistics costs.
Current wording
Volume, net sales and segment adjusted EBIT decreased by 11%, 13% and 55%, respectively, during the current six month period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The variance between volume and net sales was primarily due to unfavorable price mix. The decrease in segment adjusted EBIT was mainly due to lower net sales.
Previous wording
Volume, net sales and segment adjusted EBIT decreased by 22%, 23% and 42%, respectively, during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to lower net sales, partially offset by lower advertising investments as compared to the prior period.
Current wording
Volume, net sales, and segment adjusted EBIT decreased by 13%, 14% and 19%, respectively, during the current six month period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to lower net sales, partially offset by lower advertising investments and cost savings.
Previous wording
Segment adjusted EBIT increased by 25% in the current three month period. The increase in segment adjusted EBIT in the current three month period was primarily due to reductions in employee related expenses primarily due to lower employee incentive compensation and lower Better Health VMS operating expenses in the current period due to the divestiture.
Current wording
Segment adjusted EBIT increased by 20% and 22% in the current three month and six month periods, respectively. The increase in segment adjusted EBIT in the current three month was primarily due to reductions in employee related expenses primarily due to lower employee incentive compensation. The increase in segment adjusted EBIT in the current six month period was primarily due to reductions in employee related expenses primarily due to lower employee incentive compensation and lower Better Health VMS operating expenses in the current period due to the divestiture.
Previous wording
Net cash provided by operations was $93 in the current three month period, compared with $221 in the prior three month period. The decrease was primarily driven by lower cash earnings partially offset by lower working capital in the current three month period (lower Accounts receivable and higher Accounts payable and accrued liabilities partially offset by higher Inventories). The lower cash earnings, lower Accounts receivable balance and higher inventories balance were primarily due to the lower shipments in the current three month period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The higher Accounts payable and accrued liabilities balance was due to the timing of payments.
Current wording
Net cash provided by operations was $404 in the current six month period, compared with $401 in the prior six month period. The increase was primarily driven by lower working capital and lower tax payments offset by lower cash earnings in the current six month period. The lower cash earnings, lower Accounts receivable balance and higher inventories balance were primarily due to the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The higher Accounts payable and accrued liabilities balance was due to the timing of payments. The lower tax payments were a result of the enactment of the One Big Beautiful Bill Act (OBBBA).
Previous wording
Net cash used for investing activities was $34 in the current three month period, compared with net cash proceeds of $89 in the prior three month period. The year-over-year change was mainly due to net proceeds from the sale of the Better Health VMS business in the prior three month period.
Current wording
Net cash used for investing activities was $77 in the current six month period, compared with net cash proceeds of $35 in the prior six month period. The year-over-year change was mainly due to net proceeds from the sale of the Better Health VMS business in the prior six month period.
Previous wording
Net cash used for financing activities was $59 in the current three month period, compared with $237 in the prior three month period. The year-over-year change was mainly due to higher cash sourced from short term borrowings in the current three month period.
Current wording
Net cash used for financing activities was $269 in the current six month period, compared with $346 in the prior six month period. The year-over-year change was mainly due to higher cash sourced from short term borrowings, partially offset by lower cash proceeds from stock option exercises in the current six month period.
Previous wording
As of September 30, 2025, current liabilities exceeded current assets by $539, primarily due to the Company's Glad venture agreement terminal obligation coming due for payment in January 2026. This balance is classified within Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. The venture agreement terminal obligation is expected to be repaid through the Company’s anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
Current wording
As of December 31, 2025, current liabilities exceeded current assets by $619, primarily due to the Company's Glad venture agreement terminal obligation coming due for payment in January 2026. This balance is classified within Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. The venture agreement terminal obligation is expected to be paid through a combination of cash and Notes and loans payable. The pending acquisition of GOJO Industries announced on January 22, 2026 is planned to be funded primarily through debt financing.
Previous wording
Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to support its short- and long-term liquidity and operating needs, including its digital capabilities and productivity enhancements investment and venture agreement terminal obligation based on its anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
Current wording
Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to support its short- and long-term liquidity and operating needs, including its ability to invest in its brands, capabilities and people to deliver consistent profitable growth over time based on its anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
Previous wording
The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business. As of both September 30, 2025 and June 30, 2025, P&G had a 20% interest in the venture. This agreement is now scheduled to expire in January 2026 as the parties jointly did not opt to further extend the term of the agreement. Upon termination of the agreement, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures.
Current wording
The Company’s venture agreement with P&G for the Company’s Glad bags and wraps business expired on January 31, 2026. The agreement, at its expiration, required the Company to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. As of both December 31, 2025 and June 30, 2025, P&G had a 20% interest in the venture, and the estimated fair value of P&G’s interest in the venture was $476, of which $476 and $501, respectively, was recognized and reflected in Accounts payable and accrued liabilities in the Company’s condensed consolidated balance sheet.
Previous wording
The Company performed a valuation of the Glad bags and wraps business in the third quarter of fiscal year 2025 in connection with an update of the Company’s financial projections. As of September 30, 2025 and June 30, 2025 the estimated fair value of P&G’s interest in the venture was $476, of which $488 and $501, respectively, was recognized and reflected in Accounts payable and accrued liabilities in the Company’s condensed consolidated balance sheet. Changes in the judgments, assumptions and market factors used could result in significantly different estimates of fair value. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
Current wording
The Glad business will continue to retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
Previous wording
As of September 30, 2025, the Company maintained $34 of foreign and other credit lines, of which $7 was outstanding.
Current wording
As of December 31, 2025, the Company maintained $34 of foreign and other credit lines, of which $6 was outstanding.
Previous wording
As of September 30, 2025, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the three months ended September 30, 2025 and 2024, the Company repurchased 1,048 and 789 thousand shares of common stock at a cost of $129 and $107, respectively.
Current wording
As of December 31, 2025, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the three and six months ended December 31, 2025, the Company repurchased 1,109 and 2,157 thousand shares of common stock at a cost of $125 and $254, respectively. During the three and six months ended December 31, 2024, the Company repurchased 906 and 1,695 thousand shares of common stock at a cost of $150 and $257, respectively. These costs exclude the impact of excise taxes.
Previous wording
Adjusted earnings before interest and income taxes (adjusted EBIT)represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability). Due to the nature, scope and magnitude 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. See below and notes to condensed consolidated financial statements for additional information on these costs.
Current wording
Adjusted earnings before interest and income taxes (adjusted EBIT)represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the digital capabilities and productivity enhancements investment, acquisition and integration costs related to acquisitions, significant losses related to divestitures and other nonrecurring or unusual items impacting comparability). Due to the nature, scope and magnitude 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. See below and notes to condensed consolidated financial statements for additional information on these costs.
Previous wording
During the three months ended September 30, 2025 and 2024, the Company incurred approximately $32 and $29, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
Current wording
During the three and six months ended December 31, 2025, the Company incurred approximately $17 and $49, respectively, and during the three and six months ended December 31, 2024 the Company incurred approximately $26 and $55, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
Previous wording
(2)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the three month year-ago period.
Current wording
(2)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the six month year-ago period.
Previous wording
This Report, including the exhibits hereto and the information incorporated by reference herein, 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, and any such forward-looking statements 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 the Company’s 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, 2025, and in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:
Current wording
This Report, including the exhibits hereto and the information incorporated by reference herein, 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, the planned acquisition of GOJO and the timing thereof, the expected impact of the planned acquisition on the company’s net sales, earnings performance, profitability, cash flow, leverage and other financial measures, and any such forward-looking statements 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, including as a result of the GOJO acquisition, 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 the Company’s 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, 2025, and in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:
Previous wording
•unfavorable general economic and geopolitical conditions beyond the Company’s control, including inflation, supply chain disruptions, labor shortages, wage pressures, fuel and energy costs, interest rate fluctuations, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, terrorism, and unstable geopolitical conditions, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts in U.S. and foreign trade policies, including as a result of escalating trade tensions between the U.S. and its trading partners, especially China, particularly as a result of the imposition of U.S. and retaliatory tariffs;
Current wording
•unfavorable general economic and geopolitical conditions beyond the Company’s control, including inflation, supply chain disruptions, labor shortages, wage pressures, fuel and energy costs, interest rate fluctuations, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, terrorism, and unstable geopolitical conditions, including ongoing conflicts and rising tensions in various parts of the world, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts in U.S. and foreign trade policies, including as a result of escalating trade tensions between the U.S. and its trading partners, especially China, particularly as a result of the imposition of U.S. and retaliatory tariffs;
Previous wording
•risks related to the acquisition of P&G’s interest in the Glad business;
Current wording
•risks related to the Company’s acquisition of P&G’s interest in the Glad business and continued operation of the Glad business;
Previous wording
•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 policy and tariffs, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan; 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; and the possibility of nationalization, expropriation of assets or other government action or inaction, including the impacts of a prolonged U.S. government shutdown;
Current wording
•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 policy and tariffs, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan; 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; and the possibility of nationalization, expropriation of assets or other government action or inaction, including the impacts of any prolonged U.S. government shutdown;
Previous wording
•risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions;
Current wording
•risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill; and the ability to complete announced transactions, including the acquisition of GOJO, and, if completed, integration costs and potential contingent liabilities related to those transactions;
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Volume, net sales and segment adjusted EBIT decreased by 18%, 19% and 55%, respectively, during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was mainly due to lower net sales.