CLOROX CO /DE/
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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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.
Sep 30, 2026 · Filed Nov 2, 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 2026-03-31; filed 2026-04-30.
0000021076-26-000019
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-02.
0000021076-26-000046
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 160 previous paragraphs and 134 current paragraphs.
65 unchanged; 51 reworded; 15 added; 41 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 18 previous and 17 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 (15)
Current report
Selling and administrative expenses, as a percentage of net sales, decreased by 420 basis points in the current period versus the prior period, while dollars increased. The decrease in selling and administrative expenses as a percentage of net sales was primarily due to higher net sales in the current period.
Current report
Interest expense increased by $29 in the current period as compared to prior period. The increase was primarily due to incremental borrowings to fund the GOJO acquisition.
Current report
Other (income) expense, net was $2 and ($5) in the current and prior period, respectively. The variance was primarily due to lapping gains on the Company’s trust assets related to its nonqualified deferred compensation plans.
Current report
Volume, net sales and segment adjusted EBIT increased by 15%, 16% and 58%, respectively, during the current period. The volume increase was primarily due to lapping the impact of lower shipments in the prior period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The increase in segment adjusted EBIT was primarily due to higher net sales, partially offset by higher commodity costs.
Current report
Net sales and segment adjusted EBIT were essentially flat in the current period versus the prior period.
Current report
Net cash provided by operations was $143 in the current three month period, compared with $93 in the prior three month period. The increase was primarily driven by higher cash earnings partially offset by an increase in working capital.
Current report
The increase in working capital was primarily driven by Accounts receivable due to the lower shipments in the prior three month period, partially offset by inventory due to pre-build in the prior three month period, both as a result of the ERP transition in the fourth quarter of fiscal year 2025. Accounts payable and accrued liabilities also contributed to the increase due to the timing of payments.
Current report
Net cash used for financing activities was $68 in the current three month period, compared with $59 in the prior three month period.
Current report
CRITICAL ACCOUNTING ESTIMATES
Current report
The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its condensed consolidated financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting estimates are those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. As of September 30, 2026, there have been no significant changes to the Company’s critical accounting estimates since the preparation of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, except as noted below:
Current report
Trademarks and Other Indefinite-Lived Intangible Assets
Current report
The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired. The results of the fiscal year 2026 annual impairment review indicated that the Burt’s Bees indefinite-lived trademark had 20% or less excess fair value over its carrying value. As of September 30, 2026, the trademark had a carrying value of $322. No triggering events were identified in the fiscal quarter ended September 30, 2026 that would more likely than not reduce the fair value of the trademark below its carrying value. The Company continues to closely monitor any events, circumstances or changes in this business that might imply a reduction in the estimated fair value and may lead to impairment.
Current report
(2)Reflects the impact of the GOJO acquisition.
Current report
•the risks arising from the integration of the Clorox Purell ProCare business, including the ability to successfully integrate Clorox Purell ProCare’s operations, systems, controls, culture, customers, suppliers and personnel, and to realize the anticipated benefits and synergies of the acquisition, including cost savings and growth opportunities, when expected or at all; the risks of adapting to Clorox Purell ProCare’s business-to-business (B2B) operating model, including differences in distribution channels, go-to-market strategies, margin profiles and customer requirements, increased exposure to customer concentration and consolidation among distributors, group purchasing organizations, health systems and other institutional customers in B2B channels, and potential channel conflict with the Company’s consumer business; the risk of increased regulatory exposure resulting from Clorox Purell ProCare’s portfolio of products subject to U.S. Food and Drug Administration oversight, including products regulated as cosmetics and over-the-counter drugs; the risk of unexpected costs, expenses or litigation resulting from the GOJO acquisition; the risk of impairment charges related to intangible assets acquired in connection with the GOJO acquisition; the risks related to disruption of the Company’s ongoing business operations and diversion of management time and resources from the Company’s strategic transactions; the risk that the GOJO acquisition may have an adverse effect on the Company’s ability to retain key personnel, customers and suppliers;
Current report
•risk of reductions in the estimated fair value of the Burt’s Bees trademark and potential impairment charges;
Removed paragraphs (41)
Previous report
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 phased implementation of its technology transformation. The Company remains in the stabilization phase and completed its implementation in the third quarter of fiscal year 2026. The total incremental transformational investment was 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 report
The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The acquisition of GOJO Industries, Inc. (GOJO), which closed on April 1, 2026, and the completed purchase of The Procter & Gamble Company’s (P&G) interest in the venture agreement for the Company’s Glad bags and wraps business (the Venture Agreement) on March 2, 2026 reflect the Company’s intent to continue evolving its portfolio to deliver long‑term value for shareholders.
Previous report
(1)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the nine month year-ago period.
Previous report
Gross margin decreased by 140 basis points in the current three month period from 44.6% to 43.2%. The decrease was primarily driven by higher manufacturing and logistics costs and unfavorable mix, partially offset by cost savings.
Previous report
Selling and administrative expenses, as a percentage of net sales, decreased by 230 basis points and 10 basis points in the current three and nine month periods, respectively, versus the prior periods. The dollar decrease in selling and administrative expenses in both the current three and nine month periods was primarily due to lower costs related to the Company’s digital capabilities and productivity enhancements investment and lower incentive compensation.
Previous report
Loss on divestiture of $118 in the prior nine 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 report
Other (income) expense, net was $6 and ($34) in the current and prior three month periods, respectively, and $2 and ($79) in the current and prior nine month periods, respectively. The variance between both the current and prior three and nine month periods was primarily due to lapping the benefit of insurance recoveries mainly related to the cyberattack in fiscal year 2024.
Previous report
RESULTS OF OPERATIONS (Continued)
Previous report
Diluted EPS decreased by $0.37, or 10%, in the current nine month period, primarily due to lower net sales and higher manufacturing and logistics costs 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 and higher cost savings in the current period.
Previous report
Volume increased by 1%, net sales were essentially flat and segment adjusted EBIT decreased by 7% during the current three month period. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs, partially offset by cost savings.
Previous report
Volume, net sales and segment adjusted EBIT decreased by 5%, 6% and 21%, respectively, during the current nine 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, partially offset by cost savings.
Previous report
Both volume and net sales increased by 3% and segment adjusted EBIT increased by 21% during the current three month period. The volume increase was primarily due to shipment ahead of consumption in Cat Litter and Grilling. The increase in segment adjusted EBIT was mainly due to cost savings.
Previous report
Volume, net sales and segment adjusted EBIT decreased by 6%, 7% and 27%, respectively, during the current nine 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 mainly due to lower net sales and higher manufacturing and logistics costs, partially offset by cost savings.
Previous report
Volume and net sales decreased by 6% and 9%, respectively, and segment adjusted EBIT was essentially flat, during the current three month period. The volume decrease was primarily due to lower consumption. The variance between volume and net sales was mainly due to higher trade promotion spending. Segment adjusted EBIT was essentially flat primarily due to lower net sales offset by lower advertising investments and lower selling and administrative expenses.
Previous report
SEGMENT RESULTS (Continued)
Previous report
Net sales decreased by 108% in the current nine month period primarily due to the divestiture of the Better Health VMS business in the first quarter of fiscal year 2025.
Previous report
Segment adjusted EBIT increased by 42% and 28% in the current three month and nine month periods, respectively. The increase in segment adjusted EBIT in the current three month period was primarily due to decreases in employee-related expenses primarily due to lower employee incentive compensation. The increase in segment adjusted EBIT in the current nine month period was primarily due to decreases 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 report
In the first quarter of fiscal year 2025, the Company completed the divestiture of its Better Health VMS business. See notes to condensed consolidated financial statements for further information.
Previous report
Net cash provided by operations was $282 in the current nine month period, compared with $687 in the prior nine month period. The decrease was primarily driven by the Venture Agreement termination payment of $476 and lower cash earnings offset by lower working capital and lower tax payments in the current nine month period. The lower Accounts receivable balance in current period was 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.
Previous report
Net cash provided by financing activities was $857 in the current nine month period, compared with net cash used of $645 in the prior nine month period. The year-over-year change was mainly due to higher cash sourced from short term borrowings in the current nine month period.
Previous report
As of March 31, 2026, current liabilities exceeded current assets by $504, primarily due to commercial paper borrowings used to finance the Company’s Venture Agreement termination payment.
Previous report
Venture Agreement
Previous report
The Company’s Venture Agreement 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 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 $501 was recognized and reflected in Accounts payable and accrued liabilities in the Company’s condensed consolidated balance sheet.
Previous report
On January 31, 2026, the Company and P&G agreed that the Company would purchase P&G’s 20% interest, which was paid in cash for $476 on March 2, 2026.
Previous report
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 report
See notes to condensed consolidated financial statements for further information.
Previous report
On March 6, 2026, in connection with the GOJO acquisition, the Company entered into the 364-Day Revolving Credit Agreement and the Delayed Draw Term Credit Agreement. Amounts available under the 364-Day Revolving Credit Agreement are for general corporate purposes. The Delayed Draw Term Credit Agreement provides the Company with the ability to
Previous report
FINANCIAL POSITION AND LIQUIDITY (Continued)
Previous report
borrow up to $1,250 at the closing of the GOJO acquisition, subject to satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the consideration under the membership interest purchase agreement (the Acquisition Agreement), paying related fees and expenses and repaying certain indebtedness of GOJO as contemplated by the Acquisition Agreement, with remaining amounts available to Clorox for general corporate purposes.
Previous report
Subsequent to March 31, 2026, to finance the GOJO acquisition, the Company drew down $1,250 from the Delayed Draw Term Credit Agreement. The Company plans to refinance a portion of GOJO acquisition related borrowings using long-term debt financing.
Previous report
(1)Represents the loss related to the divestiture of the Better Health VMS business.
Previous report
(3)Represents incremental costs and insurance recoveries related to the cyberattack.
Previous report
As announced in August 2021, the company invested in transformative technologies and processes over a five-year period beginning in fiscal year 2022 and completed during the third quarter of fiscal year 2026. The investment included replacement of the company's ERP system and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. The total incremental transformational investment was approximately $580 million. It is expected that these implementations will generate efficiencies and transform the company's operations in the areas of supply chain, digital commerce, innovation, brand building and more over the long term.
Previous report
Of the total investment, approximately 75% represented incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported EPS for purposes of disclosing adjusted EPS. About 70% of these operating costs were related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.
Previous report
NON-GAAP FINANCIAL MEASURES (Continued)
Previous report
During the three and nine months ended March 31, 2026, the Company incurred approximately $10 and $59, respectively, and during the three and nine months ended March 31, 2025 the Company incurred approximately $26 and $81, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
Previous report
(a) Comprised of third-party consulting fees incurred to assist in the project management and end-to-end systems integration of this transformative investment. The Company relies on consultants for certain capabilities required for these programs that the Company does not maintain internally. These costs support the implementation of these programs incremental to the Company's normal IT costs and will not be incurred following implementation.
Previous report
(b) Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the Company considers these costs not reflective of the ongoing costs to operate its business.
Previous report
(c) Comprised of various other expenses associated with the Company’s new system implementations, including Company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.
Previous report
(2)The divestiture impact is calculated as net sales from the Better Health VMS business after the sale date in the nine month year-ago period.
Showing the first 40 of 41 passages. Open the source sections for the rest.
Reworded paragraphs (51)
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 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 nine month period ended March 31, 2026 (the current period) to the three and nine month period ended March 31, 2025 (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, 2026, which was filed with the SEC on August 7, 2026, 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, 2026 (the current period) to the three month period ended September 30, 2025 (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 Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with approximately 7,600 employees worldwide. The Company has operations in approximately 25 countries or territories and sells its products in approximately 100 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors. Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach, cleaning and disinfecting products, Pine-Sol® and Tilex® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Glad® bags and wraps; Fresh Step® cat litter; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; and Burt’s Bees® natural personal care products. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare®brand names.
Current wording
The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with approximately 9,200 employees worldwide. The Company has operations in approximately 25 countries or territories and sells its products in approximately 95 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors. Clorox markets some of the most trusted and recognized consumer brand names, including Clorox® cleaning and disinfecting products; Pine-Sol® cleaner; Liquid-Plumr® clog removers; Poett® home care products; Glad® bags and wraps; Fresh Step® cat litter; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; and Burt’s Bees® natural personal care products. The Company also markets industry-leading products and technologies for professional customers, including those sold under the Purell®, CloroxPro™ and Clorox Healthcare® brand names.
Previous wording
The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands. About 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.
Current wording
The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands. Over 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.
Previous wording
•Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. Products within this segment include home care, cleaning and disinfecting products and laundry additives, primarily under the Clorox®, Clorox2®, Pine-Sol, Scentiva®, Tilex, Liquid-Plumr, and Formula 409® brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.
Current wording
•Health and Wellness consists of cleaning, disinfecting, sanitizing and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; skin sanitization and cleaning products under the Purell and GOJO brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.
Previous wording
•International consists of products sold outside the United States. Products within this segment include laundry additives and home care products, primarily marketed under the Clorox, Poett, Pine-Sol and Clorinda brands; bags and wraps under the Glad brand; cat litter, primarily marketed under the Ever Clean®and Fresh Step brands and water-filtration products marketed under the Brita brand.
Current wording
•International consists of products sold outside the United States. Products within this segment include laundry additives and home care products, primarily marketed under the Clorox, Poett, Pine-Sol, Clorinda, and Chux brands; bags and wraps under the Glad brand; cat litter, primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.
Previous wording
Consumers continue to feel pressure as continued macroeconomic uncertainty impacts spending and prices remain elevated. United States trade policies continue to evolve, including new or increased tariffs on product imports from certain countries. These, and any future new or additional tariffs, as well as any associated retaliatory measures taken by other countries, may impact the macroeconomic environment, consumers, suppliers and the Company’s business. Though the Company has and will continue to take action to mitigate such impacts, the Company anticipates that the operating environment will remain volatile and challenging.
Current wording
Consumers continue to feel pressure as continued macroeconomic uncertainty impacts spending and prices remain elevated. United States trade policies continue to evolve, including new or increased tariffs on product imports from certain countries. These, and any future new or additional tariffs, as well as any associated retaliatory measures taken by other countries, have impacted and may continue to impact the macroeconomic environment, consumers, suppliers and the Company’s business. Though the Company has taken and will continue to take action to mitigate such impacts, the Company anticipates the operating environment will remain volatile and challenging.
Previous wording
The Company has not experienced significant disruptions to its regional operations and global supply chain or significant cost increases during fiscal year 2026 to date due to the ongoing conflict involving Iran. However, the risks of future negative impacts from regional conflicts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company expects to experience corresponding incremental costs and gross margin pressures in future periods.
Current wording
The Company has not experienced significant disruptions to its regional operations and global supply chain or significant cost increases during fiscal year 2027 to date due to the ongoing conflict in Iran. However, the risks of future negative impacts from regional conflicts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present.
Previous wording
For the remainder of fiscal year 2026, the Company anticipates that the operating environment will remain volatile and challenging as consumers may face greater pressure as continued macroeconomic uncertainty impacts spending. The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time.
Current wording
For fiscal year 2027, the Company anticipates the operating environment will remain volatile and challenging as consumers may face greater pressure as continued macroeconomic uncertainty impacts spending. The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The recent GOJO acquisition reflects the Company’s commitment to reduce volatility, accelerate sales growth and structurally improve margins.
Previous wording
For further discussion, refer to Item 1.A, “Risk Factors” of this report and “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Current wording
For further discussion, refer to Part II, Item 1.A, “Risk Factors” of this Report and “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
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 nine months ended March 31, 2026, the impact from divestiture mix was 0% for Total Company.
Current wording
(1)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, 2026, the impact from acquisition mix was 6% and 1% for Health and Wellness and Total Company, respectively.
Previous wording
(3)Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.
Current wording
(2)Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.
Previous wording
(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the nine months ended March 31, 2026, the volume impact of divestitures was (1)% for Total Company.
Current wording
(3)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the three months ended September 30, 2026, the volume impact of acquisition was 33% and 14% for Health and Wellness and Total Company, respectively.
Previous wording
(5)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.
Current wording
(4)Total Company includes Corporate and Other.
Previous wording
Net sales and volume in the current nine month period decreased by 7% and 6%, 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.
Current wording
Net salesand volume in the current period increased by 33% and 31%, respectively, primarily due to lapping the impact of lower shipments in the prior period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025 and the benefit of the GOJO acquisition.
Previous wording
Gross margin decreased by 200 basis points in the current nine month period from 44.7% to 42.7%. The decrease was primarily driven by higher manufacturing and logistics costs and lower volume, partially offset by cost savings.
Current wording
Gross margin decreased by 130 basis points in the current period from 41.7% to 40.4%. The decrease was primarily driven by higher commodity costs and higher manufacturing and logistics costs, partially offset by higher volume and cost savings.
Previous wording
Advertising costs, as a percentage of net sales, decreased by 180 basis points and 50 basis points in the current three and nine month periods, respectively, 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 decreased from 14% to 11% in the current three month period.
Current wording
Advertising costs, as a percentage of net sales, decreased by 160 basis points in the current period versus the prior period, while dollars increased. The decrease in advertising costs as a percentage of net sales was primarily due to higher net sales in the current period. The Company continues to support its brands. The Company’s U.S. retail advertising investments as a percentage of net sales decreased from 13% to 12% versus the prior three month period.
Previous wording
Research and development costs, both as a percentage of net sales and dollars, were essentially flat in both the current three and nine month periods as compared to prior periods. The Company continues to invest in product innovation and cost savings.
Current wording
Research and development costs, as a percentage of net sales, decreased by 50 basis points in the current period versus the prior period, while dollars were essentially flat. The Company continues to invest in product innovation and cost savings.
Previous wording
Loss on divestiture, interest expense, other (income) expense, net and the effective tax rate on earnings
Current wording
Interest expense, other (income) expense, net and the effective tax rate on earnings
Previous wording
The effective tax rate on earningswas 25.4% and 24.9% for the current three and nine month periods, respectively and 24.8% and 26.9% for the prior three and nine months periods, respectively. The higher tax rate in the prior nine 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.
Current wording
The effective tax rate on earningswas 16.4% and 23.4% for the current and prior periods, respectively. The lower tax rate in the current period as compared to the prior period was primarily driven by an international legal entity reorganization.
Previous wording
Diluted net earnings per share (EPS) increased by $0.04, or 3%, in the current three month period, primarily due to cost savings and lower selling and administrative expenses, partially offset by higher manufacturing and logistics costs in the current period and lapping insurance recoveries in the prior period.
Current wording
Diluted net earnings per share (EPS) increased by $0.74, or 114%, in the current period, primarily due to higher net sales and cost savings, partially offset by higher commodity costs and higher manufacturing and logistics costs.
Previous wording
Volume and net sales increased by 1% and 5%, respectively, and segment adjusted EBIT decreased by 1% in the current nine month period. The variance between volume and net sales was mainly due to favorable foreign exchange rates and favorable price mix. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs, partially offset by higher net sales and cost savings.
Current wording
Volume, net sales and segment adjusted EBIT increased by 55%, 62% and 69%, respectively, during the current period. The volume increase was primarily due to the benefit of the GOJO acquisition and lapping the impact of lower shipments in the prior 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 favorable price mix. The increase in segment adjusted EBIT was primarily due to higher net sales and cost savings, partially offset by higher manufacturing and logistics costs and higher commodity costs.
Previous wording
Volume decreased by 11% and both net sales and segment adjusted EBIT decreased by 13% during the current nine 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 mainly due to higher trade promotion spending. The decrease in segment adjusted EBIT was primarily due to lower net sales, partially offset by lower advertising investments and cost savings.
Current wording
Both volume and net sales increased by 17% and segment adjusted EBIT increased by 11% during the current period. The volume increase was primarily due to lapping the impact of lower shipments in the prior period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The increase in segment adjusted EBIT was mainly due to higher net sales, partially offset by higher commodity costs and higher manufacturing and logistics costs.
Previous wording
Volume, net sales, and segment adjusted EBIT increased by 2%, 8%, and 16%, respectively, during the current three month period. The volume increase was primarily driven by strong shipments in Asia. The variance between volume and net sales was mainly due to favorable foreign exchange rates. The increase in segment adjusted EBIT was primarily due to higher net sales and cost savings, partially offset by higher manufacturing and logistics costs.
Current wording
Volume, net sales and segment adjusted EBIT increased by 9%, 11% and 63%, respectively, during the current period. The volume increase was primarily driven by strong shipments across several regions, particularly in Latin America. The variance between volume and net sales was mainly due to favorable foreign exchange rates. The increase in segment adjusted EBIT was primarily due to higher net sales and cost savings, partially offset by higher commodity costs.
Previous wording
Corporate and Other includes certain non-allocated administrative and other costs, various other non-operating income and expenses, as well as the results of the Better Health VMS business, through the date of divestiture.
Current wording
Corporate and Other includes certain non-allocated administrative and other costs, various other non-operating income and expenses.
Previous wording
Net cash used for investing activities was $120 in the current nine month period, compared with $18 in the prior nine 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 nine month period.
Current wording
Net cash used for investing activities was $35 in the current three month period, compared with $34 in the prior three month period.
Previous wording
As of March 31, 2026, the Company has issued approximately $1,591 of Notes and loans payable primarily comprised of U.S. commercial paper borrowings to finance the previously announced GOJO acquisition and fund the Venture Agreement termination payment.
Current wording
As of September 30, 2026, the Company has issued approximately $1,175 of Notes and loans payable primarily comprised of U.S. commercial paper borrowings to finance the previously announced GOJO acquisition and fund the Venture Agreement termination payment. As of September 30, 2026, current liabilities exceeded current assets by $1,023, primarily due to these commercial paper borrowings.
Previous wording
As of March 31, 2026, the Company maintained $2,200 in revolving credit agreements comprised of a $1,000 364-day revolving credit agreement that matures in March 2027 (the 364-Day Revolving Credit Agreement) and a $1,200 revolving credit agreement that matures in March 2030 (collectively the Revolving Credit Agreements), and a $1,250 term credit agreement that matures in March 2027 (the Delayed Draw Term Credit Agreement).
Current wording
As of September 30, 2026, the Company maintained $1,964 in revolving credit agreements comprised of a $764 364-day revolving credit agreement that matures in March 2027 (the 364-Day Revolving Credit Agreement) and a $1,200 revolving credit agreement that matures in March 2030 (collectively the Revolving Credit Agreements).
Previous wording
There were no borrowings under the Revolving Credit Agreements and the Delayed Draw Term Credit Agreement as of March 31, 2026 and no borrowings under the $1,200 revolving credit agreement that matures in March 2030 as of June 30, 2025, and the Company believes that borrowings under the Revolving Credit Agreements and the Delayed Term Credit Agreement are and will continue to be available for the purposes stated in each agreement. The Revolving Credit Agreements and the Delayed Term Credit Agreement include certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in each agreement.
Current wording
in each agreement. The Revolving Credit Agreements include certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in each agreement.
Previous wording
The Company was in compliance with all restrictive covenants and limitations in the Revolving Credit Agreements and Delayed Draw Term Credit Agreement as of March 31, 2026 and anticipates being in compliance with all restrictive covenants for the foreseeable future.
Current wording
The Company was in compliance with all restrictive covenants and limitations in the Revolving Credit Agreements as of September 30, 2026 and anticipates being in compliance with all restrictive covenants for the foreseeable future.
Previous wording
As of March 31, 2026, the Company maintained $35 of foreign and other credit lines, of which $8 was outstanding.
Current wording
As of September 30, 2026, the Company maintained $39 of foreign and other credit lines, of which $10 was outstanding.
Previous wording
As of March 31, 2026, 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 nine months ended March 31, 2026, the Company repurchased 0 and 2,157 thousand shares of common stock at a cost of $0 and $254, respectively. During the three and nine months ended March 31, 2025, the Company repurchased 0 and 1,695 thousand shares of common stock at a cost of $0 and $257, respectively. These costs exclude the impact of excise taxes.
Current wording
As of September 30, 2026, 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, 2026 and 2025, the Company repurchased 0 and 1,048 thousand shares of common stock at a cost of $0 and $129, respectively. These costs exclude the impact of excise taxes.
Previous wording
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.
Current wording
Adjusted earnings (losses) 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 asset impairments, charges related to the digital capabilities and productivity enhancements investment, transaction 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
The Company uses this measure to assess the operating results and performance of its segments, monitor actual results as compared to plan, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes does not directly reflect the performance of each segment's underlying operations. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.
Current wording
The Company uses this measure to assess the operating results and performance of its segments, monitor actual results as compared to plan, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes do not directly reflect the performance of each segment's underlying operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.
Previous wording
(2)Represents expenses related to the Company’s acquisition and integration of GOJO.
Current wording
(1)Represents expenses related to the Company’s acquisition and integration of GOJO.
Previous wording
As a result of this transaction, various acquisition and integration-related costs related to the acquisition and efforts to integrate the recently acquired business to the Company’s systems and processes were and will be incurred. These costs include direct acquisition transaction costs and legal-entity, operational, manufacturing, and information technology integration costs.
Current wording
As a result of this transaction, various acquisition and integration-related costs related to the acquisition and efforts to integrate the recently acquired business to the Company’s systems and processes were and will be incurred. These costs include inventory step-up charges representing expense recognition of fair value adjustments in excess of the historical cost basis of inventory obtained through the acquisition, as well as direct acquisition transaction costs and legal-entity, operational, manufacturing, and information technology integration costs.
Previous wording
(4)Represents expenses related to the Company's digital capabilities and productivity enhancements investment.
Current wording
(2)Represents expenses related to the Company's digital capabilities and productivity enhancements investment.
Previous wording
Due to the nature, scope and magnitude of this investment, these costs were considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, ceased at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.
Current wording
Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, ceased at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.
Previous wording
The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:
Current wording
The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most directly comparable GAAP measure:
Previous wording
(1)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.
Current wording
(1)Total Company includes Corporate and Other.
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, including, among others, regarding the acquisition of GOJO, 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:
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, regarding the acquisition and integration of GOJO (now operating as Clorox Purell ProCare), 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 Company’s strategic transactions, 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, 2026, 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:
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Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
There were no borrowings under the Revolving Credit Agreements as of both September 30, 2026 and June 30, 2026, and the Company believes that borrowings under the Revolving Credit Agreements will continue to be available for the purposes stated
Current report — wording carried from elsewhere
partners, especially China, the potential expansion of sanctions regimes, and disruptions to global markets or transportation routes, particularly due to the imposition of U.S. and retaliatory tariffs;
Current report — wording carried from elsewhere
parts of the world, such as 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;
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Net salesand volume in the current three month period were both essentially flat.
Previous report — wording carried elsewhere
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
Previous report — wording carried elsewhere
publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.