{"id":43910,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/s-3-registration-statement-clorox-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"s-3-registration-statement-clorox-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/s-3-registration-statement-clorox-co.html","title":{"rendered":"S-3 Registration Statement – Clorox Co."},"content":{"rendered":"

SECURITIES AND EXCHANGE COMMISSION
\nWashington, D.C. 20549<\/strong><\/p>\n

Form S-3<\/strong><\/p>\n

REGISTRATION STATEMENT<\/strong> UNDER
\nTHE SECURITIES ACT OF 1933<\/strong><\/p>\n

THE CLOROX COMPANY
\n<\/strong>(Exact name of registrant as specified in its charter)<\/em><\/p>\n\n\n\n\n\n
\n

Delaware<\/strong><\/p>\n<\/td>\n

\n

31-0595760<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

(State or other jurisdiction of<\/em><\/p>\n<\/td>\n

\n

(IRS Employer<\/em><\/p>\n<\/td>\n<\/tr>\n

\n

incorporation or organization)<\/em><\/p>\n<\/td>\n

\n

Identification Number)<\/em><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

1221 Broadway, Oakland, California 94612-1888
\n(510) 271-7000
\n<\/strong>(Address, including zip code, and telephone number, including area
\ncode, of registrant153s principal executive offices)<\/em><\/p>\n

Laura Stein
\nSenior Vice President : General Counsel
\nThe Clorox Company
\n1221 Broadway
\nOakland, California 94612-1888
\n(510) 271-7000
\n<\/strong>(Name, address, including zip code, and telephone number, including
\narea code, of agent for service)<\/em><\/p>\n

Copies to:<\/em><\/strong><\/p>\n

Linda L. Griggs, Esq.
\nMorgan, Lewis & Bockius LLP
\n1111 Pennsylvania Avenue, N.W.
\nWashington, D.C. 20004
\n(202) 739-3000<\/strong><\/p>\n

Approximate date of commencement of proposed sale to the
\npublic:<\/strong> From time to time after the effective date of this registration
\nstatement.<\/p>\n

If the only securities being registered on this Form are to be offered
\npursuant to dividend or interest reinvestment plans, please check the following
\nbox. \u00a8<\/p>\n

If any of the securities being registered on this Form are to be offered on a
\ndelayed or continuous basis pursuant to Rule 415 under the Securities Act of
\n1933, other than securities offered only in connection with dividend or interest
\nreinvestment plans, check the following box. 190<\/p>\n

If this Form is filed to register additional securities for an offering
\npursuant to Rule 462(b) under the Securities Act, please check the following box
\nand list the Securities Act registration statement number of the earlier
\neffective registration statement for the same offering. \u00a8<\/p>\n

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
\nunder the Securities Act, check the following box and list the Securities Act
\nregistration statement number of the earlier effective registration statement
\nfor the same offering. \u00a8<\/p>\n

\n<\/p>\n

If this Form is a registration statement pursuant to General Instruction I.D.
\nor a post-effective amendment thereto that shall become effective upon filing
\nwith the Commission pursuant to Rule 462(e) under the Securities Act, check the
\nfollowing box. 190<\/p>\n

If this Form is a post-effective amendment to a registration statement filed
\npursuant to General Instruction I.D. filed to register additional securities or
\nadditional classes of securities pursuant to Rule 413(b) under the Securities
\nAct, check the following box. \u00a8<\/p>\n

Indicate by check mark whether the registrant is a large accelerated filer,
\nan accelerated filer, a non-accelerated filer, or a smaller reporting company.
\nSee the definitions of “large accelerated filer,” “accelerated filer” and
\n“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): \u00a8\n<\/p>\n\n\n\n\n\n\n
\n

Large accelerated filer 190<\/p>\n<\/td>\n

\n

Accelerated filer \u00a8<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Non-accelerated filer \u00a8<\/p>\n<\/td>\n

\n

Smaller reporting company \u00a8<\/p>\n<\/td>\n<\/tr>\n

\n

(Do not check if a smaller reporting company)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

CALCULATION OF REGISTRATION FEE <\/strong><\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Proposed<\/p>\n<\/td>\n

\n

Proposed<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Maximum<\/p>\n<\/td>\n

\n

maximum<\/p>\n<\/td>\n

\n

Amount of<\/p>\n<\/td>\n<\/tr>\n

\n

Title of each class of securities to<\/p>\n<\/td>\n

\n

Amount to be<\/p>\n<\/td>\n

\n

Offering Price<\/p>\n<\/td>\n

\n

aggregate<\/p>\n<\/td>\n

\n

Registration<\/p>\n<\/td>\n<\/tr>\n

\n

be registered<\/p>\n<\/td>\n

\n

registered<\/p>\n<\/td>\n

\n

per Unit<\/p>\n<\/td>\n

\n

offering price<\/p>\n<\/td>\n

\n

Fee<\/p>\n<\/td>\n<\/tr>\n

\n

Debt Securities<\/p>\n<\/td>\n

\n

(1)<\/p>\n<\/td>\n

\n

(1)<\/p>\n<\/td>\n

\n

(1)<\/p>\n<\/td>\n

\n

(1)<\/p>\n<\/td>\n<\/tr>\n

\n

(1) An indeterminate amount of securities to be offered at indeterminate
\nprices is being registered pursuant to this registration statement. The
\nRegistrant is deferring payment of the registration fee pursuant to Rule 456(b)
\nand is omitting this information in reliance on Rule 456(b) and Rule 457(r).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n<\/p>\n

PROSPECTUS [omitted by Findlaw]<\/strong><\/p>\n<\/p>\n

\n

\n<\/p>\n

PART II <\/strong><\/p>\n

INFORMATION NOT REQUIRED IN PROSPECTUS<\/strong><\/p>\n

Item 14. Other Expenses of Issuance and Distribution.
\n<\/em><\/strong><\/p>\n

The following table sets forth the costs and expenses to be borne by the
\nRegistrant in connection with the offerings described in this Registration
\nStatement.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

SEC filing fee for registration statement<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

(1)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Rating agencies153 fees<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Legal fees and expenses<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Accounting fees and expenses<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Trustees153 fees and expenses<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Printing<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Blue sky fees and expenses<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Miscellaneous<\/p>\n<\/td>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

(2)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(1)<\/p>\n<\/td>\n

<\/td>\n\n

To be deferred pursuant to Rule 456(b) and calculated in connection with the
\noffering of securities under this registration statement pursuant to Rule
\n457(r).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

<\/td>\n\n

These fees and expenses will be reflected in the applicable prospectus
\nsupplement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Item 15. Indemnification of Directors and Officers.<\/em>
\n<\/strong><\/p>\n

Under Section 145 of the Delaware General Corporation Law (8 Delaware Code
\n \u00a7145), the Company has broad powers to indemnify its directors and officers
\nagainst liabilities that they may incur in such capacities, including
\nliabilities under the Securities Act of 1933, as amended. In addition, the
\nCompany153s Restated Certificate of Incorporation provides for indemnification of
\nits directors and officers.<\/p>\n

Article Eight of the Company153s Restated Certificate of Incorporation provides
\nthat anyone who is or was a director or officer of the Company shall be
\nindemnified and held harmless to the fullest extent authorized by the Delaware
\nGeneral Corporation Law. This includes indemnity against all expenses, liability
\nand loss (including attorneys153 fees, judgments, fines, ERISA excise taxes or
\npenalties and amounts paid or to be paid in settlement).<\/p>\n

Pursuant to Delaware law, this includes elimination of liability for monetary
\ndamages for breach of the directors153 fiduciary duty of care to the Company and
\nits stockholders. These provisions do not eliminate the directors153 duty of care
\nand, in appropriate circumstances, equitable remedies such as injunctive or
\nother forms of non-monetary relief will remain available under Delaware law. The
\nprovision does not affect a director153s responsibilities under any other laws,
\nsuch as the federal securities laws, or state or federal environmental laws.\n<\/p>\n

Article Nine of the Company153s Restated Certificate of Incorporation provides
\nthat its directors shall not be personally liable to the corporation or its
\nstockholders for monetary damages for breach of fiduciary duty, except for
\nliability (i) for any breach of the director153s duty of loyalty to the
\ncorporation or its stockholders, (ii) for acts or omissions not in good faith or
\nwhich involve intentional misconduct or a knowing violation of law, (iii) under
\nSection 174 of the General Corporation Law of the State of Delaware (relating to
\ncertain unlawful payments of dividends or unlawful stock purchases or
\nredemptions), or (iv) for any transaction from which the director derived an
\nimproper benefit.<\/p>\n

Policies of insurance are maintained by the Company under which the directors
\nand officers of the Company are insured, within the limits and subject to the
\nlimitations of the policies, against certain expenses in connection with the
\ndefense of actions, suits or proceedings, and certain liabilities which might be
\nimposed as a result of such actions, suits or proceedings, to which they are
\nparties by reason of being or having been such directors or officers.<\/p>\n

II-1<\/p>\n

\n<\/p>\n

In addition, the Company has entered into various agreements whereby it has
\nagreed to indemnify its officers and directors for specific liabilities that
\nthey may incur in such capacities, including any liability that may arise in the
\nmanagement of the Company153s employee benefit plans. In addition, the Company has
\nentered into change of control agreements with certain of its officers pursuant
\nto which, among other things, it has agreed to make an additional payment to the
\nofficer in respect of any tax imposed on the officer under Section 4999 of the
\nInternal Revenue Code of 1986, as amended (which deals with certain payments
\ncontingent on a change in control).<\/p>\n

Item 16. Exhibits.<\/em><\/strong><\/p>\n

The following is a list of all exhibits filed as a part of this registration
\nstatement on Form S-3.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Exhibit<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Description of Exhibit<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

1.1<\/p>\n<\/td>\n

<\/td>\n\n

Form of Underwriting Agreement*<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.1<\/p>\n<\/td>\n

<\/td>\n\n

Form of Indenture between the Company and The Bank of New York Trust Company,
\nN.A., as trustee (incorporated by reference from Exhibit 4.1 to the Registration
\nStatement on Form S-3 filed by The Clorox Company, file no. 333-146472, filed
\nOctober 3, 2007)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.2<\/p>\n<\/td>\n

<\/td>\n\n

Supplemental Indenture between the Company, The Bank of New York Trust
\nCompany, N.A., as trustee, and Wells Fargo Bank, National Association, as
\ntrustee (incorporated by reference from Exhibit 4.4 to the Post-Effective
\nAmendment No. 1 to the Registration Statement on Form S-3 filed by The Clorox
\nCompany, file no. 333-146472, filed November 4, 2009)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.3<\/p>\n<\/td>\n

<\/td>\n\n

Second Supplemental Indenture between the Company and Wells Fargo Bank,
\nNational Association, as trustee (incorporated by reference from Exhibit 4.1 to
\nthe Current Report on Form 8-K filed by The Clorox Company, filed November 5,
\n2009)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.1<\/p>\n<\/td>\n

<\/td>\n\n

Opinion of Morgan, Lewis & Bockius LLP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

12.1<\/p>\n<\/td>\n

<\/td>\n\n

Computation of Ratio of Earnings to Fixed Charges of the Company and
\nSubsidiaries<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

23.1<\/p>\n<\/td>\n

<\/td>\n\n

Consent of Ernst & Young LLP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

23.2<\/p>\n<\/td>\n

<\/td>\n\n

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

24.1<\/p>\n<\/td>\n

<\/td>\n\n

Power of Attorney (included on signature page)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

25.1<\/p>\n<\/td>\n

<\/td>\n\n

Statement of Eligibility on Form T-1 of Wells Fargo Bank, National
\nAssociation, to act as trustee under the Indenture<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

*To be filed by amendment or as an exhibit to a document incorporated herein
\nby reference.<\/p>\n

II-2<\/p>\n

\n<\/p>\n

Item 17. Undertakings<\/em>. <\/strong><\/p>\n

(a) The undersigned Registrant hereby undertakes:<\/p>\n

(1) to file, during any period in which offers or sales are being made, a
\npost-effective amendment to this registration statement:<\/p>\n

(i) to include any prospectus required by Section 10(a)(3) of the Securities
\nAct;<\/p>\n

(ii) to reflect in the prospectus any facts or events arising after the
\neffective date of the registration statement (or the most recent post-effective
\namendment thereof) which, individually or in the aggregate, represent a
\nfundamental change in the information set forth in the registration statement.
\nNotwithstanding the foregoing, any increase or decrease in volume of securities
\noffered (if the total dollar value of securities offered would not exceed that
\nwhich was registered) and any deviation from the low or high end of the
\nestimated maximum offering range may be reflected in the form of prospectus
\nfiled with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
\nvolume and price represent no more than a 20% change in the maximum aggregate
\noffering price set forth in the “Calculation of Registration Fee” table in the
\neffective registration statement; and<\/p>\n

(iii) to include any material information with respect to the plan of
\ndistribution not previously disclosed in the registration statement or any
\nmaterial change to such information in the registration statement;<\/p>\n

provided, however<\/em>, that paragraphs (i), (ii) and (iii) do not apply
\nif the registration statement is on Form S-3 and the information required to be
\nincluded in a post-effective amendment by those paragraphs is contained in
\nreports filed with or furnished to the Commission by the Registrant pursuant to
\nSection 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
\nincorporated by reference in the registration statement, or is contained in a
\nform of prospectus filed pursuant to Rule 424(b) that is part of the
\nregistration statement;<\/p>\n

(2) that, for the purpose of determining any liability under the Securities
\nAct of 1933, each such post-effective amendment shall be deemed to be a new
\nregistration statement relating to the securities offered therein, and the
\noffering of such securities at that time shall be deemed to be the initial bona
\nfide offering thereof;<\/p>\n

(3) to remove from registration by means of a post-effective amendment any of
\nthe securities being registered which remain unsold at the termination of the
\noffering;<\/p>\n

(4) that, for the purpose of determining liability under the Securities Act
\nof 1933 to any purchaser:<\/p>\n

(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall
\nbe deemed to be part of the registration statement as of the date the filed
\nprospectus was deemed part of and included in the registration statement; and\n<\/p>\n

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5)
\nor (b)(7) as part of a registration statement in reliance on Rule 430B relating
\nto an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose
\nof providing the information required by Section 10(a) of the Securities Act of
\n1933 shall be deemed to be part of and included in the registration statement as
\nof the earlier of the date such form of prospectus is first used after
\neffectiveness or the date of the first contract of sale of securities in the
\noffering described in prospectus. As provided in Rule 430B, for liability
\npurposes of the issuer and any person that is at that date an underwriter, such
\ndate shall be deemed to be a new effective date of the registration statement
\nrelating to the securities in the registration statement to which the prospectus
\nrelates, and the offering of such securities at that time shall be deemed to be
\nthe initial bona fide <\/em>offering thereof. Provided, however<\/em>,
\nthat no statement made in a registration statement or prospectus that is part of
\nthe registration statement or made in a document incorporated or deemed
\nincorporated by reference into the registration statement or prospectus that is
\npart of the registration statement will, as to a purchaser with a time of
\ncontract of sale prior to such effective date, supersede or modify any statement
\nthat was made in the registration statement or prospectus that was part of the
\nregistration statement or made in any such document immediately prior to such
\neffective date; and<\/p>\n

II-3<\/p>\n

\n<\/p>\n

(5) that, for the purpose of determining liability of the Registrant under
\nthe Securities Act of 1933 to any purchaser in the initial distribution of the
\nsecurities, the undersigned Registrant undertakes that in a primary offering of
\nsecurities of the undersigned Registrant pursuant to this registration
\nstatement, regardless of the underwriting method used to sell the securities to
\nthe purchaser, if the securities are offered or sold to such purchaser by means
\nof any of the following communications, the undersigned Registrant will be a
\nseller to the purchaser and will be considered to offer or sell such securities
\nto such purchaser:<\/p>\n

(i) Any preliminary prospectus or prospectus of the undersigned Registrant
\nrelating to the offering required to be filed pursuant to Rule 424;<\/p>\n

(ii) Any free writing prospectus relating to the offering prepared by or on
\nbehalf of the undersigned Registrant or used or referred to by the undersigned
\nRegistrant;<\/p>\n

(iii) The portion of any other free writing prospectus relating to the
\noffering containing material information about the undersigned Registrant or its
\nsecurities provided by or on behalf of an undersigned Registrant; and<\/p>\n

(iv) Any other communication that is an offer in the offering made by the
\nundersigned Registrant to the purchaser.<\/p>\n

(b) The undersigned Registrant hereby undertakes that, for purposes of
\ndetermining any liability under the Securities Act, each filing of Registrant153s
\nannual report pursuant to Section 13(a) or Section 15(d) of the Securities
\nExchange Act that is incorporated by reference in this registration statement
\nshall be deemed to be a new registration statement relating to the securities
\noffered therein, and the offering of such securities at that time shall be
\ndeemed to be the initial bona fide offering thereof.<\/p>\n

(c) Insofar as indemnification for liabilities arising under the Securities
\nAct of 1933 may be permitted to directors, officers and controlling persons of
\nthe registrant pursuant to the foregoing provisions, or otherwise, the
\nregistrant has been advised that in the opinion of the SEC such indemnification
\nis against public policy as expressed in the Act and is, therefore,
\nunenforceable. In the event that a claim for indemnification against such
\nliabilities (other than the payment by the registrant of expenses incurred or
\npaid by a director, officer or controlling person of the registrant in the
\nsuccessful defense of any action, suit or proceeding) is asserted by such
\ndirector, officer or controlling person in connection with the securities being
\nregistered, the registrant will, unless in the opinion of its counsel the matter
\nhas been settled by controlling precedent, submit to a court of appropriate
\njurisdiction the question whether such indemnification by it is against public
\npolicy as expressed in the Act and will be governed by the final adjudication of
\nsuch issue.<\/p>\n

II-4<\/p>\n

\n<\/p>\n

SIGNATURES <\/strong><\/p>\n

Pursuant to the requirements of the Securities Act of 1933, The Clorox
\nCompany certifies that it has reasonable grounds to believe that it meets all of
\nthe requirements for filing on Form S-3 and has duly caused this Registration
\nStatement to be signed on its behalf by the undersigned, thereunto duly
\nauthorized, in the city of Oakland, state of California, on the 14th day of
\nNovember, 2011.<\/p>\n\n\n\n\n\n\n\n\n
\n

THE CLOROX COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Donald R. Knauss<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Donald R. Knauss<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

POWER OF ATTORNEY <\/strong><\/p>\n

The undersigned do hereby constitute and appoint Donald R. Knauss, Laura
\nStein, and Daniel J. Heinrich, or any of them, our true and lawful attorneys and
\nagents, to sign for us or any of us in our names and in the capacities indicated
\nbelow, any and all amendments (including post-effective amendments) to this
\nRegistration Statement and to file the same, with all exhibits thereto and other
\ndocuments required in connection therewith, and to do any and all acts and
\nthings in our names and in the capacities indicated below, which said attorneys
\nand agents, or any of them, may deem necessary or advisable to enable said
\ncorporation to comply with the Securities Act of 1933, as amended, and any
\nrules, regulations, and requirements of the Securities and Exchange Commission,
\nin connection with this Registration Statement; and we do hereby ratify and
\nconfirm all that the said attorneys and agents, or any of them, shall do or
\ncause to be done by virtue hereof.<\/p>\n<\/p>\n

II-5<\/p>\n

\n<\/p>\n

Pursuant to the requirements of the Securities Act of 1933, this Registration
\nStatement has been signed by the following persons in the capacities indicated
\non the 14th day of November, 2011.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Signature<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Title<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ D. R. Knauss<\/p>\n<\/td>\n

<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

\n

D. R. Knauss<\/p>\n<\/td>\n

<\/td>\n\n

(Principal Executive Officer)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ D. J. Heinrich<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President : Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n

\n

D. J. Heinrich<\/p>\n<\/td>\n

<\/td>\n\n

(Principal Financial Officer)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ S. A. Gentile<\/p>\n<\/td>\n

<\/td>\n\n

Vice President : Controller<\/p>\n<\/td>\n<\/tr>\n

\n

S. A. Gentile<\/p>\n<\/td>\n

<\/td>\n\n

(Principal Accounting Officer)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ D. Boggan, Jr.<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

D. Boggan, Jr.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ R. H. Carmona<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

R. H. Carmona<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ T. M. Friedman<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

T. M. Friedman<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ G. J. Harad<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

G. J. Harad<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ R. W. Matschullat<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

R. W. Matschullat<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ G. G. Michael<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

G. G. Michael<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ E. A. Mueller<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

E. A. Mueller<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ J. L. Murley<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

J. L. Murley<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ P. Thomas-Graham<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

P. Thomas-Graham<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ C. M. Ticknor<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n<\/tr>\n

\n

C. M. Ticknor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

II-6<\/p>\n

\n<\/p>\n

EXHIBIT INDEX <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Exhibit<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Description of Exhibit<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

1.1<\/p>\n<\/td>\n

<\/td>\n\n

Form of Underwriting Agreement*<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.1<\/p>\n<\/td>\n

<\/td>\n\n

Form of Indenture between the Company and The Bank of New York Trust Company,
\nN.A., as trustee (incorporated by reference from Exhibit 4.1 to the Registration
\nStatement on Form S-3 filed by The Clorox Company, file no. 333-146472, filed
\nOctober 3, 2007)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.2<\/p>\n<\/td>\n

<\/td>\n\n

Supplemental Indenture between the Company, The Bank of New York Trust
\nCompany, N.A., as trustee, and Wells Fargo Bank, National Association, as
\ntrustee (incorporated by reference from Exhibit 4.4 to the Post-Effective
\nAmendment No. 1 to the Registration Statement on Form S-3 filed by The Clorox
\nCompany, file no. 333-146472, filed November 4, 2009)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

4.3<\/p>\n<\/td>\n

<\/td>\n\n

Second Supplemental Indenture between the Company and Wells Fargo Bank,
\nNational Association, as trustee (incorporated by reference from Exhibit 4.1 to
\nthe Current Report on Form 8-K filed by The Clorox Company, filed November 5,
\n2009)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

5.1<\/p>\n<\/td>\n

<\/td>\n\n

Opinion of Morgan, Lewis & Bockius LLP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

12.1<\/p>\n<\/td>\n

<\/td>\n\n

Computation of Ratio of Earnings to Fixed Charges of the Company and
\nSubsidiaries<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

23.1<\/p>\n<\/td>\n

<\/td>\n\n

Consent of Ernst & Young LLP<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

23.2<\/p>\n<\/td>\n

<\/td>\n\n

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

24.1<\/p>\n<\/td>\n

<\/td>\n\n

Power of Attorney (included on signature page)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

25.1<\/p>\n<\/td>\n

<\/td>\n\n

Statement of Eligibility on Form T-1 of Wells Fargo Bank, National
\nAssociation, to act as trustee under the Indenture<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

*To be filed by amendment or as an exhibit to a document incorporated herein
\nby reference.<\/p>\n

II-7<\/p>\n

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