References to "The Clorox Company," "Clorox" and "Company" refer to The Clorox Company and its subsidiary companies.

Purpose

The Clorox Company Code of Conduct (the "Code") establishes the Company's requirements for ethical and legal standards of conduct and the handling of actual or potential violations of those standards and complaints alleging violations. The Company has a system for compliance with applicable laws and regulations, including this Code and a set of policies (referred to below) and other directives designed to support legal and ethical decision making throughout the Company. This system includes providing periodic training about this Code and related policies and the Company's requirement of high ethical standards from all of its employees. The Company requires all of its employees, including the Chief Executive Officer, other executive officers and directors, to act with honesty and integrity at all times.

Scope

This Code applies to all Clorox employees and directors. The term "employees" as used in this Code includes executive officers and contractors.

Policy

The Company's policy is to conduct its business in accordance with applicable laws of the United States and other jurisdictions in which the Company operates and in accordance with high ethical standards of business conduct. All employees and directors must adhere strictly to this Code.

While it is the Company's explicit policy to comply with all relevant federal, state and local statutes, rules, regulations, and applicable listing requirements, our commitment to ethical conduct in the affairs of our business goes beyond the prohibitions of any particular statute, rule, regulation, or listing requirement. The Company's minimum requirements for the conduct of all employees and directors follow.

No code of business conduct and ethics, no matter how carefully set forth, can cover every situation in our daily business lives that may require an ethical or legal decision. Employees and directors facing situations not specifically addressed in this Code should apply the overall philosophy and concepts set forth in this Code, along with their own good judgment and high ethical standards. It is the responsibility of each director and employee to understand and comply with the laws, rules and regulations applicable to the Company and/or to him or her personally. Each director and employee is responsible for seeking guidance and advice, when needed, and reporting violations of applicable laws, rules and regulations, as well as this Code and other Company policies. No director or employee may delegate those responsibilities to another person or to the Company.

If employees have any doubt or questions, they should seek advice from supervisory personnel, or a lawyer in the Legal Services Department, before taking any action. Directors and executive officers should consult with the General Counsel. Contact information for the Legal Services Department and the General Counsel appears below under "Asking for Help."

Specific Obligations

General Business Ethics

All persons employed by, or associated with, the Company are expected to deal honestly, truthfully and fairly with others in business. False or intentionally misleading statements or omissions of any kind should never be made. The Company will not countenance any types of deceitful practices.

Company Records and Money

Company records must always be complete, timely and maintained and presented accurately and reliably. No false or intentionally misleading entries may be made in the Company's books or records. Company money must be accurately accounted for and may only be spent for lawful, Company-related purposes. Employees whose duties involve verification of expenditures of Company money are responsible for verifying that expenditures are legitimate and comply with applicable Company policies, laws, rules and regulations.

Public Disclosure

All employees involved in the Company's public disclosures are responsible for full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with or submits to the Securities and Exchange Commission, and in all other public communications made by the Company. Accordingly, it is the responsibility of any such employee promptly to bring or cause to be brought to the attention of the Disclosure Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings and other public communications or otherwise assist the Disclosure Committee in fulfilling its responsibilities as specified in the Committee's charter.

Interference with an Audit

It is unlawful to attempt to persuade an outside auditor to approve false financial statements. The Company prohibits its officers and directors, and anyone acting under their direction, from taking any action to fraudulently influence, coerce, manipulate or mislead the Company's outside auditor in the performance of an audit of the Company's financial statements.

Protection and Proper Use of Company Assets

All employees and directors should protect the Company's assets and promote their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. All Company assets should be used for legitimate business purposes only.

Conflicts of Interest

All decisions involving the Company or its business must be made solely in the best interests of the Company. Employees and directors should avoid situations that may give rise to a conflict of interest or the appearance of impropriety. A conflict of interest occurs when an individual's own interest (including the interest of an immediate family member or an organization with which the individual has a significant relationship) interferes or appears to interfere with the Company's interests. Accordingly, employees and directors must not have, or appear to have, any direct or indirect personal interest, financial or otherwise, in any of the Company's competitors, suppliers or customers that would interfere with the Company's interests.

Employees and directors may not buy or sell, directly or indirectly, any property, goods or services from or to the Company for their own benefit or for the benefit of their families or organizations with which they have a significant relationship. Employees and directors must not accept from others, directly or indirectly, any form of compensation for work or services relating to their responsibilities for the Company. The ownership, as an investor, of the securities of publicly held corporations normally would not be considered to be a conflict of interest provided that the ownership constitutes less than 1 % of the public company's outstanding shares.

Because conflicts of interest may not always be clear-cut, individuals are encouraged to raise questions about particular situations. Any employee with a question about whether a particular situation constitutes a conflict of interest should discuss it with his or her supervisor. Directors and executive officers should contact the General Counsel with questions.

Many conflicts of interest or potential conflicts of interest may be resolved or avoided if they are appropriately disclosed and approved. In some instances, disclosure may not be sufficient and the Company may require that the conduct in question be stopped or that actions taken be reversed where possible.

Employees should disclose actual or potential conflicts of interest to their supervisors. Directors and executive officers should disclose actual or potential conflicts of interest to the General Counsel and the Nominating and Governance Committee.

Employees may also consult the Code of Conduct guidelines for further guidance and information regarding conflicts of interest.

Relationships With Vendors, Customers, Competitors and Other Employees

Each employee and director should endeavor to treat the Company's vendors, customers, competitors and other employees honestly and fairly, with respect and dignity. No payments, gifts or any form of preferential treatment may be made to obtain or retain business, or to realize a certain price for Company products. No payments, direct or indirect, including gifts of more than nominal value or any form of preferential treatment, may be solicited or accepted from any vendor, customer or competitor of the Company.

Money, gifts, repetitive or extensive entertainment and other favors that would imply or suggest an obligation must not be accepted or given by employees or directors, or members of their immediate family. Accepting a meal, refreshments or entertainment in the normal course of business relations is permitted and, to the extent practical, may be reciprocated consistent with the Company's policy on Meals and Entertainment. The Company will promptly terminate any employee who offers or receives a bribe or a kickback. This conduct is illegal and strictly forbidden.

Corporate Opportunities

All employees and directors are prohibited from: (1) taking for themselves personally opportunities that are discovered through the use of corporate property, information, or position; (2) using corporate property, information, or position for personal gain; and (3) competing with the Company. All employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Insider Trading

Employees and directors who have access to Material Nonpublic Information may not profit financiall y by buying or selling or in any other way dealing in the Company ' s stock or the stock of another publicly traded company about which the person has Material Nonpublic Information . This prohibition includes benefit ing financially or in any other way by pa ssing on Material Nonpublic Information to an other person. This practice, known as "tipping ," also violates the law and can result in the same penalties that apply if an individual engages in insider trading directly, even if the individual does not receive any money or derive any benefit from the trades.

If you possess Material Nonpublic Information, you must refrain from trading the stock of the company concerned, from advising anyone else to do so and from communicating the Material Nonpublic Information to anyone else until you know that it has been disclosed to the public by authorized means.

Questions about specific transactions should be directed to the General Counsel.

Company Proprietary Information and Trade Secrets

Proprietary information includes data that has been developed or assembled on Company time or at Company expense and is unique in the sense that the end result is not readily available generally without a like expenditure of time and money, even though the basic data is known or observable. Trade secrets include all data unique to the Company and discoverable only by employees in certain positions in the Company. Information in these categories is the property of The Clorox Company, and any misapplication or misappropriation of that property may prompt legal action by the Company.

No one should share proprietary information or trade secrets of the Company with anyone outside the Company, or anyone within the Company not authorized to receive that information. Nor should anyone solicit or accept from anyone outside the Company any proprietary information or trade secrets of another company. The Company has no interest either in receiving or using any proprietary information or trade secrets of other companies, because to do so would be unethical and improper. More detailed information regarding the Company's policy and procedures on the protection of the trade secrets of others is contained in the Trade Secrets of Others policy.

Materials protected by copyrights, trademarks or other intellectual property rights should be appropriately licensed, and questions about whether licensing is needed should be brought to the attention of the Legal Services Department.

Confidential Information

The confidentiality of information, either of the Company or of any other company, must be maintained (unless disclosure is authorized or legally mandated) and confidential information must never be misused. Confidential information should be used only for legitimate business purposes and the dissemination of confidential information (both inside and outside the Company) should be limited to those who have a need to know the information for business purposes. Confidential information includes all non-public information about the Company or any other company that comes to employees and directors in the course of their service to the Company.

Antitrust

The Company has always been, and remains, an ardent supporter of free and fair competition. The Company forbids any conduct that would unfairly and unlawfully diminish competition in the marketplace. The antitrust laws protect and promote free and fair competition among businesses. Examples of the types of conduct that are prohibited under the antitrust laws and are unacceptable to the Company include but are not limited to:

• any agreements among competitors about price;
• allocation of markets, or allocation of customers;
• any agreements with customers not to deal with a competitor;
• restrictions on resale; or
• sales conditioned on agreements to purchase other products.

More detailed information regarding the Company's antitrust compliance program is contained in the Antitrust Compliance policy.

Environmental, Health and Safety Laws and Regulations

Environmental, health and safety laws and regulations are very complex and extremely important. The Company has its own written operating procedures that govern our commitment to comply with all applicable environmental, health and safety laws and regulations. Compliance with these regulations is essential. In addition, it is essential that any reports or representations made by or on behalf of the Company to any environmental, health or safety regulatory body be completely accurate and correct, containing no false statements or material omissions.

Political Contributions

The Company does not make, directly or indirectly, contributions of money or other things of value to any person or political party for the purpose of obtaining or retaining business. The Company complies with all regulations governing campaign contributions in federal, state and local elections. Employees and directors are free to use their own funds to make any individual political contributions they desire. The Company will never reimburse an employee for a political contribution made by the employee. More detailed information regarding the Company's policies and practices governing political contributions, including the functioning of the Company's political action committee (ClorPAC), is contained in the Political Participation policy.

International Practices

In some countries, practices which the United States would characterize as criminal or corrupt are part of the political and commercial culture. In particular, some countries do not condemn bribery the way the United States does, and permit, or tolerate, payments to public officials to influence their exercise of discretion. Not only are such practices contrary to the Company's standards, they are illegal in the United States , even when committed abroad. The Company forbids the offering of any money or anything of value to a foreign official to influence that person in the performance of official functions.

International Boycotts

Governments sometimes seek to advance their own political agendas by pressuring companies with whom they do business to boycott the companies or products of certain other countries. It is unlawful for the Company or any of its employees or directors to comply with, further or support a boycott against a country that is not itself the object of any form of boycott pursuant to United States law or regulation. The Company does not participate in furthering any form of illegal boycott.

Workplace Behavior

The Company is committed to providing a work environment free of discrimination and harassment. Clorox, and its employees, contractors, vendors and customers, are responsible for maintaining a work environment consistent with this policy. Discrimination against any group or individual on the basis of race, color, national origin, gender, gender identity or expression, sexual orientation, marital status, citizenship status, religion, age, physical or mental disability, ancestry or veteran status is prohibited. Likewise, harassment of an individual in the workplace for any reason, including race, color, national origin, gender, gender identity or expression, sexual orientation, marital status, citizenship status, religion, age, physical or mental disability, ancestry or veteran status is prohibited. Harassing an employee off Company premises is also prohibited.

The Company will not tolerate retaliation against anyone who rejects sexual advances, makes a report of harassment or provides information or assistance in the investigation of such a report. More detailed information regarding the Company's standards of conduct are contained in the Company's Anti-Harassment policy.

Raising Questions and Reporting Misconduct

Asking for Help

Unless a particular provision of this Code directs otherwise, employees who have questions about this Code or who are in doubt about the best course of action in a particular situation should contact supervisory personnel, or a lawyer in the Legal Services Department at: (510) 271-7000 or kim.rivera@clorox.com.

Directors and executive officers should contact the General Counsel at:

General Counsel
The Clorox Company
1221 Broadway
Oakland , CA 94612-1888
(510) 271-7000
laura.stein@clorox.com

Reporting Procedures

Anyone who becomes aware of any actual or potential misconduct, including illegal activities or any violation of this Code, is required immediately to report the conduct. This reporting is not only encouraged by the Company, it is required. The Company will not retaliate against anyone who makes a report in good faith and will not tolerate retaliation by any other person against someone who makes a report in good faith.

Actual or potential misconduct can be reported by phone, Web, e-mail or regular mail using the Clorox Compliance Hotline. Reports can be made anonymously and confidentially, although individuals are encouraged to provide their names to facilitate investigation and follow-up. The phone number, Web site, e-mail address and mailing address of the Clorox Compliance Hotline can be found on CloroxWeb or from your manager.

In addition, employees may report actual or potential misconduct to supervisory personnel, or to an attorney in the Legal Services Department or the General Counsel, at:

Legal Services Department
(510) 271-7000
kim.rivera@clorox.com

or

General Counsel
The Clorox Company
1221 Broadway
Oakland , CA 94612-1888
(510) 271-7000
laura.stein@clorox.com

Directors and executive officers may report actual or potential misconduct to the General Counsel (see contact information above) and the Nominating and Governance Committee. If the misconduct involves personnel in the areas of financial reporting, disclosures or internal controls, it must also promptly be brought to the attention of the Audit Committee.

In addition to the reporting mechanisms described above, if an accounting, internal control or auditing matter is involved, individuals may also contact the Vice President - Internal Audit or any auditor in the Audit Department, at:

Vice President - Internal Audit
The Clorox Company
1221 Broadway
Oakland, CA 94612-1888
keith.tandowsky@clorox.com
510-271-7000

Complaint Investigation Procedures

When the General Counsel receives a complaint of a violation of this policy directly or through the Compliance Hotline, he/she will, with the help of the Vice President - Internal Audit, evaluate the complaint. Complaints alleging questionable accounting, internal accounting controls and auditing matters will be submitted to the Audit Committee of the Board of Directors. The Audit Committee may request the General Counsel to conduct an investigation, or may, in its discretion, retain its own advisors to evaluate and/or to investigate the complaint. Any complaints that allege serious misconduct by senior management will be referred to the full Board of Directors for evaluation and investigation as appropriate. Other complaints will be investigated by the General Counsel, as appropriate, and a summary of the complaints and management follow-up will be reported to the Nominating and Governance Committee periodically.

Disciplinary Sanctions

Individuals who violate this Code will be subject to appropriate discipline. Disciplinary measures will vary depending on the seriousness of the violation and the individual circumstances involved. Available disciplinary sanctions include suspension, termination and referral to public law enforcement authorities for possible prosecution.

Waivers

Waivers of this Code will be granted only in exigent circumstances. Any waiver for executive officers or directors will be made by the Board of Directors and will be disclosed publicly.

Administration

Employees and directors are required to read and comply with this Code and related Company policies. Supervisory personnel are expected to encourage individuals under their supervision to comply with the Code and related Company policies. Human Resources is responsible for providing copies of the policies in the new employee package for all salaried exempt new hires. The General Counsel is responsible for providing policies to directors.

Non-hourly employees are required to certify compliance with this Code annually. Directors must also certify compliance with the Code annually.

This online policy supersedes any other versions of the policy.