Overall Design Charter: Principles

1. Overall Design Charter: Principles We will organize with a market facing view to drive value for consumers and customers. To accomplish this we will be guided by the following design principles: • Businesses and functions will have clear roles and accountabilities • Business units will be accountable for driving category strategy, 3D direction/integration & delivering financial targets • Functions will be accountable to deliver cross-SBU capabilities with direction from center • SBUs and functions will have clear SLA’s and contract for resources to deliver their plan • We will organize by the business where business specific insight is critical and by the work where scale, capability and/or resource flexibility create more value for the company (not a sub-unit) • We will strengthen our competitive advantage by developing capabilities in the 3Ds • We will differentially resource/invest behind highest value creation opportunities • We will be common whenever and wherever it adds value to the market facing organization • We will minimize disruption unless stakes are high enough to warrant it • We will design for the following: • An extended enterprise: Leverage use of 3rd parties and partners (RTW/RTP) • Modularity, flexibility and growth • Broader span of control and/or a flatter organization • 2013 end state with clear roadmap for evolution • Clear accountabilities and faster decision making • Simplify and eliminate redundancy • Design in where and when decisions occur; need to identify the ‘decider’ who resolves conflicts in the matrix • An international mindset

2. Overall Operating Model: Key Elements Deliver Centennial commitments more effectively & efficiently Model has 4 major drivers to increase effectiveness: • Superior SBU strategies by elevating development to division-level talent led by SBU leader • Superior demand creation through integration across the 3Ds • Accelerated growth geographically by driving multinational strategies for select SBUs/brands • Increased speed to market driven by fewer checkers, less duplication, fewer priorities and greater focus Model has 4 major sources of efficiency: • Reduced demand for lower-value work through SLAs and judgment-based resource reduction • Increased span by consolidating work processes and businesses under fewer leaders • Pooling of like work — including shared services — to eliminate duplication & fragmentation and enable future outsourcing • Sunset and embed offices and initiatives where possible

3. Clorox Enterprise Operating Model Corporate Center Multinational Coordination International ANZA/ Asia/ Middle East Latin Amer/ Europe Cleaning Home Care Laundry Brita Green Works Specialty Litter Food Charcoal Glad Natural Personal Care Burt’s Bees SGO Auto Care Away From Home Extended Enterprise (3rd Parties) Demand Creation Demand Fulfillment Enabling Services 3

4. Corporate Center: Key Elements • Three decision-making groups and one overall coordinating group • Clear roles and accountabilities; reduced redundancy and overlap • Participation in groups is based on roles, not levels • CEC is not the overall decision-making body; decisions do not “escalate” from one group to another

5. Corporate Center Operating Model Executive Committee Board of directors coordination, corporate governance, target setting, senior-leader succession planning, specific merger & acquisition decisions • Strategy Team • Led by EVP – Strategy & Growth • 18 members, including CEC and senior-level business & function leaders • Ensure we have the right corporate & SBU strategies • Monitor performance against highest-value Centennial priorities • Manage long-range business planning • Determine “where to play” and which capabilities we need to succeed • Operating Team (BOLT) • Led by EVP – COO, North America • 15 members, including GMs & function leaders • Multinational • Coordinate efforts of SBUs and functions • Make decisions regarding how we will achieve our strategic objectives • Recommend annual performance targets • Address performance gaps and conflicting priorities • People/Culture Team • Led by SVP – HR • 16 members, including CEC, GMs & FVPs • Accountable for people strategies and processes, including benefits, policies, diversity, engagement, capability development and succession planning

6. Divisions & SBUs: Key Elements This design builds on North American design • SBU Leaders are the single point of passion on the business. • SBU Leaders deliver the SBU business with 3 teams: 1) Division Leadership team for strategy development 2) Innovation team for Core Growth, Game Changer and Costovation innovation stream 3) SBU Team for development and execution of the 18 month business plans • Divisions act as span breakers for resource allocation & priority setting. Senior Division Leaders are better leveraged across multiple businesses for strategy development and functional expertise. • SBU strategies approved by the CEO and resources allocated; Divisions assist SBU leader to deliver strategy and allocate resources across SBUs • Multinational strategies for select SBUs/brands to accelerate growth in & beyond the core and increase the impact of cost savings • Select categories have International category development unit (CDU) leader on division LT to develop global strategic product pipeline, cost pipeline, and equity management choices • Local P&L • SBUs “buy” capabilities & services from Demand Creation, Demand Fulfillment and Enabling Services to deliver their strategies • SBUs decide what capability/service, how much and when and make choices based on the functions’ cost to provide • Divisions aggregate SBU needs to streamline and simplify the "buying" of capabilities & services from the functions • New processes (e.g., SLAs) will enable SBUs to buy different levels of services from functions and be charged for what they buy • Clarified unique accountabilities for functions overall and within SBUs to improve focus on key controllables within the SBUs and on behalf of the SBUs • Increased span of control of senior leaders enabled by multinational approach, SLAs and clarified roles & responsibilities

7. SBUs Drive Value Creation • SBU Leaders are the guardians of the P&L and work to capture value creation for the company • SBUs “buy” capabilities and services from Demand Creation, Demand Fulfillment and Enabling Services to deliver their strategies • SBUs decide what capability/service, how much and when and make choices based on the functions’ cost to provide • Divisions aggregate SBU needs to streamline and simplify the "buying" of capabilities & services from the functions • Service-level agreements (SLAs) enable SBUs to buy different levels of services from functions and be charged for what they use • Functions have clear, unique accountabilities to deliver key capabilities for the SBUs

8. Division / SBU Org Structure Business Operations – Global CDU Specialty Cleaning International Divisions Burt’s Bees SBUs SBUs SBUs

9. Demand Creation: Key Elements SUMMARY:Clorox’s new operating model increases effectiveness and efficiency around four key points of integration: Insights, Strategy & Planning, Customer Planning, and Execution. Clorox’s right to win is through superior 3-D capabilities and integrating Demand Creation. Roles of “Core 4” Functions (Marketing, PSO, Customer Org/ Sales, and R&D) are clarified in the new operating model and services will be delivered to the BU’s matching LRP resource requirements via service level agreements (SLA’s). DEMAND CREATION KEY ELEMENTS • INSIGHTS • Integration of insights within each business to eliminate overlap and enable more strategic integration • Centralize insight work to create category depth and expertise • STRATEGY & PLANNING • Business Units are accountable for category strategy development, 3-D strategic direction & integration, and delivering financial targets • Category Growth Ideas are the foundational platform for business plans • Dive a multnational perspective where appropriate • CUSTOMER PLANNING • Increased channel focus through the creation of channel based customer planning groups with focus on 3-D integration at the point of Decide • Creation of Shopper Engagement groups to integrate Right to Win (RTW) capabilities (Insights, RCM/ Shopper Marketing, CAS) focused on executing at the point of Decide • INNOVATION • Improved execution as a result of driving insights into more holistic planning and execution across the 3 D’s • Build capability in discovery and incubation • EXECUTION • Improved execution as a result of driving insights into more holistic planning and execution across the 3 D’s

10. Demand Creation Operating Model Insight Creation Strategy & Planning Customer Planning Execution Centralized Specialists Mass Planning Integrated Insights Integrated Demand • Integrated strategy for category, brand and product • One Demand Plan & initiatives for category, brand and/or PMU • Equity stewardship • Execution of integrated demand creation plans (consumer, customer and product) • International managed locally or centrally (varies) • Consumer insights • Shopper insights • User insights • Competitive insights • Customer insights • Macro Trends Grocery Planning CMG “Local” Country Channels Demand Creation Policies, Processes & Capabilities

11. Demand Fulfillment: Key Elements Deliver superior products to the consumer with our retail customers and provide services to the SBU at the lowest cost possible • Reduce work content by eliminating activities the business units will not pay for (e.g., less lower-value work from Demand Creation, smaller COE’s, more focused integration, streamlined S&OP) • Clarify roles through tighter governance processes to minimize need for coordination and interface activities (e.g., moving from people/relationships to process/SLA) • Pool resources to capture economies of scale and skill, and to better leverage third parties. Increase centralization and move to a more variable versus fixed cost model (e.g., consolidate Operations, share resources across Project Mgmt, further outsource technical and strategy work) • Build infrastructure more suitable to $5B company (e.g., increase spans of control, leverage across Americas, and focus integration resources) • Continue to shift geographic footprint to move resources out of Bay Area, closer to operations, and access broader talent pools

12. Demand Fulfillment Operating Model Demand Fulfillment (Product Supply) Leadership Governance Integrate/Plan Division Integration SBU Integration Demand Fulfillment Services Design and Policy Resource Planning Project Management Supply Chain Services Customer Supply Chain Operations Manufacturing Planning Logistics Operational Services Division1 Customers Division2 Management Center Division3 Product Supply Sourcing Direct Materials MRO Capital Sourcing Center for Enterprise

13. Global Business Support Services: Key Elements Core business services at competitive costs • Centralization & consolidation of like activities • Core business process standardization, re-engineering and/or automation to drive out complexity, reduce cost and optimize quality • Service and cost transparency to internal customers to optimize demand management • Clear roles between business, functional teams and shared services • Improved speed and internal customer experience