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Good day, ladies and gentlemen, and welcome to the Clorox Company Fourth Quarter Fiscal Year 2024 Earnings Release Conference Call. At this time, all participants are in a listen-only mode. At the conclusion of our prepared remarks, we will conduct a question-and-answer session. [Operator Instructions] As a reminder, this call is being recorded. I would now like to introduce your host for today's conference call, Ms. Lisah Burhan, Vice President of Investor Relations for The Clorox Company. Ms. Burhan, you may begin your conference.

Thanks, Jen. Good afternoon and thank you for joining us. On the call today with me are Linda Rendle, our Chair CEO and Kevin Jacobsen, our CFO. I hope everyone has had a chance to review our earnings release and prepared remarks, both of these are available on our website. In just a moment, Linda will share a few opening comments and then we'll take your questions. During this call, we may make forward-looking statements, including about our fiscal 2025 outlook. These statements are based on management's current expectations, but may differ from actual results or outcomes. In addition, we may refer to non-GAAP financial measures. Please refer to the forward-looking statements section, which identifies various factors that could affect such forward-looking statements, which has been filed with the SEC. In addition, please refer to the non-GAAP financial information section of our earnings release and the supplemental financial schedules in the Investor Relations section of our website for reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures. Now I'll turn it over to Linda.

Thank you for joining us today. Our fourth quarter fiscal year 2024 results reflect the continued advancement of our strategy to strengthen our competitive advantage, accelerate profitable growth and set up our company for long-term success, all while navigating a recovery from the cyber-attack earlier in the year. Thanks to the team's execution, we ended fiscal year 2024 in a position of operational strength. We fully restored supply and distribution and recovered most of the market share that we lost. We closed out with flat organic sales for the full year, despite the significant disruption caused by the cyber-attack, which drove an 18% organic sales decline in the first quarter. Importantly, we continue to deliver on our commitment to rebuild margin to fuel growth, delivering our seventh consecutive quarter of margin expansion. We're on track to return to our pre-pandemic gross margins in fiscal year 2025. We also achieved another year of double-digits adjusted EPS growth. As we look ahead to fiscal year 2025, consumers will remain under pressure, which will continue to temporarily increase competitive activity and impact category growth. That said, we have a portfolio of strong brands in essential categories that have shown resilience during challenging times. We have and will continue to invest strongly behind our brands to maintain value superiority. While we have more work to do, we are confident that we have the right plans at investment level to win with consumers and deliver strong financial performance in fiscal year 2025, supported by a return to volume-driven sales growth, pre-pandemic gross margin and free cash flow in line with our long term goals. With that, Kevin and I will take your questions.

[Operator Instructions] Our first question today will come from Filippo Falorni with Citi.

Linda, maybe I wanted to start with just the visibility on the top-line outlook. Obviously, you called out the dynamic in the first and second half. But given the consumer environment and the weakness that you're seeing and the promotional intensity in some of your categories, why are you expecting more of an underlying, particularly in the back half of the year from a volume and pricing standpoint? Do you expect still negative pricing to drive the volume growth? Any more color on the top-line outlook, understanding the dynamic in the first half?

Sure, Filippo. Here's maybe helpful to kind of take a step back and frame what we have in front of us. I'll start just with the consumer environment to your point. The consumer environment is playing out as we expected. We certainly thought in the back half of fiscal year '24 that we would see, given the consumer is under pressure just more generally, we see that play out in our categories as we lap pricing, and as we saw competition in retailers react to trying to ensure that they get their shopper, et cetera. And so, that's played out exactly as we expected. We've seen category growth go from about mid-single-digits to low-single-digits, the softest month being in June. But what we see is generally what we've seen and what we've expected to see during this time. Consumers are continuing to be very focused on value. That means that, they are trading up to larger sizes, trading down. But our categories have been pretty resilient given that. Our brands, given their superiority and the fact that we've been rebuilding distribution and have fully rebuilt distribution coming out of the cyber-attack, our category is exactly where we expect them to be. I think moving forward, as we look at the year and to your point on front half versus back half, we continue to assume that the consumer will be under additional pressure, and that our categories will largely continue as we've seen them now, low-single-digits. And what we're really focused on is ensuring that, we're executing our spending plans. We have strong investment in ANFP, strong investment in innovation to support category growth as well as support share growth, which we expect this year and really focused on delivering superior value. And we know that, anyone can win in an environment where it's a little tougher, in the essential categories we compete in if we are laser-focused on delivering great value to consumers. That's exactly what we're focused on right now, to one, fully rebuild the momentum that we're still rebuild the momentum that we're still rebuilding in a couple of our categories coming out of cyber, and two to continue the momentum we're seeing in many of the other businesses that are restored.

And maybe one for you Kevin, on the gross margin clearly, outdelivery this quarter. What surprised you to the upside in the quarter? And as we think about next year, there was a lot of volatility in the manufacturing and logistic in the commodity front, maybe some level of expectation on those items for next year?

I'd say this year, as you know, in Q4 came in a bit stronger than we anticipated. The biggest driver of the over delivery for us is what we call business unit mix. Our household segment came in below our expectations and we over delivered our expectations on health and wellness segment. And if you look at our profitability, it's meaningfully different between the two segments. And so that mix generates some nice savings for us. And then the other areas, I'd say, is just generally a bit more favorable across the other lines of the supply chain. We had anticipated commodity deflation is a little bit stronger than we anticipated. Cost savings was another very good quarter for the company a bit more than we thought. We got some nice favorability across the supply chain, but the biggest driver was the BU mix that we did not anticipate. As I look forward to fiscal year 2025, kind of talking about the key drivers are, as Linda said, our expectations are going to add another 100 basis points and fully rebuild gross margin. I'd look at a few drivers. Supporting margin expansion, we're going to have another very good year of cost savings. We target 175 basis points each year of EBIT margin expansion. In the last two years, we've done over 200 basis points. I think this year, we'll do another year over 200 basis points with the bulk of that being in the supply chain. And then, we're also seeing some nice benefit from the portfolio work we've done. As you guys saw, we sold Argentina last quarter. We've announced that we're in the process of selling our VMS business. That's going to structurally improve our gross margins as we get through that. So that will certainly contribute to that 100 basis points. I think modestly offsetting that, I do expect a bit of increased trade spending as we get back to this normalized environment, particularly in the front half of the year, where our trade spending last year was below normal because of the cyber event. You'll see a little bit of year-over-year hit in the front half on trade. And then, we're assuming just a modest level of cost inflation, about $75 million across the supply chain, which will partially offset the margin accretion activity I mentioned. But, all in, we feel very confident in our ability to fully rebuild gross margins. And then going forward, as we've talked quite a bit, as our goal is to get back in that cadence of 25 bps to 50 bps of EBIT margin expansion each year. And we think we're set up to do that as we get into '26 and beyond.

Our next question will come from Peter Grom with UBS.

Maybe just a couple of follow-ups on the top-line. Maybe just first, I would love to kind of get some perspective on the exit rates or kind of what you're seeing quarter-to-date in household relative to the organic growth you delivered in the quarter. I think the prepared remarks mentioned some of the distribution recovery occurring later in the quarter. So just curious if you're already starting to see that improvement as the recovery happens.

Sure, Peter. I'll start us with that. And I think that's a helpful place for us to go a bit more into household and what happened there. That was the bulk of the miss that we had in Q4, but feel like a number of these businesses, to your point, we saw good trends heading out. First I'll cover, which you all know that our grilling business, the largest quarter we have is Q4. It's about 50% of our business and it's a heavily weather dependent business. Unfortunately, for both Memorial Day and July 4, weather was terrible in the U.S., very rainy for Memorial Day and extremely hot for 4th of July and that meant the category was down anywhere from high single-digits to double-digits. And as a result, our Kingsford business came in short of expectations. I don't look at that as any type of structural issue in Kingsford. We had good merchandising plans and where consumers did pull, we saw good take through. I think that is simply just the effects of weather, and obviously a portion of why we didn't deliver. And then two other businesses, which I'll break down in a little -- each is a little bit different. They share some same characteristics. But we've spoken a lot in the past about Glad and Litter. And those were the other two that contributed to the Q4 mess. And in the case of Glad, distribution recovery happens later in the quarter than we had expected, but we have fully recovered distribution. So feel very good on the exit rate from a distribution perspective. And as well, we talked a lot about the fact that when we were out of stock, we had a harder time getting our large sizes back, which is one of our biggest growth levers and critical consumers. They're looking for large sizes. They're going to buy a large size than another competitor. So we didn't know exactly what that purchase cycle would look like and that happened again later in the quarter when we saw people come back to our large size business. That being said, we think that was largely a Q4 dynamic. We have strong plans in place for fiscal year '25 across spending and innovation. And then just some data points to kind of show the extra rate coming out. Obviously, distribution, as I said, was fully recovered by the end of the quarter. That happened a little bit later than we expected. Shares trending in the right direction. We were down nine-tenth of a share point in April, but up to just down two-tenths of a share point in June. So a very big change as we got that distribution in place. We're back to growing share at our largest customer. And then on that very important large size business, that was actually one of Amazon Prime Day's number one sellers. And so feel like Glad is in a great position to deliver the growth that we expect it for in 2025. And then finally, for household, I'll cover Litter. And Litter is a little bit of a mixed story. Certainly saw improvement as we went through the quarter. We got distribution back to what we expected it to be, et cetera. But we are not fully capitalizing on the growth in that category at this point. And we have the operational things in place to do that. We've fully recovered supply. We have our customer service levels back to where they need to be. But, we recognize that this is a category that's going to take a bit more time due to its nature. Just a few things to keep in mind. One, you have some consumers who -- it's difficult to switch because their cat's used to a Litter. And that's a little bit more of a headache to switch litters back and forth when we were out and now back in stock. So we're working through that. We're beginning to regain those consumers back, but it's taking some time. This is a business that's heavily on subscription, which I've spoken about before. And while we've made progress getting people back to their subscriptions for fresh step, we still have more work to do. Then we've seen increased competitive activity as people become more value focused, et cetera. And so I think that dynamic in the category combined with just what's going on in the broader context of the categories, where everybody is really attuned to delivering for consumers given how stressed they are, that's a business that's going to take a little bit longer to recover. I feel fully confident in our ability to do it. We have strong innovation on that business. We have strong spending. But that's one that we're working week in and week out to get those consumers back and it's just going to take a little longer than we had originally expected. If I can to ladder all that up, I feel good. We had one business that was weather related, Glad on the right track, Litter improving, have more work to do. And I think that's what we're going to be working on that for the next couple of quarters. But we're really happy with the progress. We have superior value brands. We're investing them in strongly. And there's growth for us to go get. Litter is one where we haven't fully participated in that growth and we are laser-focused on ensuring that happens in '25 and beyond.

The next question will come from Andrea Teixeira with JPMorgan.

Linda, if you can elaborate more on the elaborate more on the category health? You spoke a bit about how consumers continue to seek value. Wondering, if you can go through the key categories and give us a state of the union. And also in related to that, the RGM capabilities, I know you've in the past have done a lot of that. I wonder if you are, as you set up this 3% to 5% organic sales growth for fiscal '25, if you're deploying some ways of RGM that could help you achieve that.

Sure, Andrea. On the category health piece, here's what I would say. The consumer is stressed in general, but our categories have been resilient and they're where we expected them to be. They're a bit softer, which is exactly what we've experienced in times when the consumer is more stressed. But given that we're in essential categories, they're pretty resilient. Obviously, our categories don't typically grow in the mid-single-digits range, but they did behind pricing. We knew some of that would roll off. But then we have this just additional pressure as consumers are more value focused. We've seen low single-digits. We've seen that bounce around, and we're watching it pretty carefully, but we see no signs right now where we're panicked. We see categories that continue to be resilient, consumers looking for value. Pricing is holding in the marketplace, which is great after taking those multiple rounds of pricing. You're seeing little changes here and there on how retailers are using promotion in the categories. But I would say, our categories are generally healthy and holding up, but just a bit softer as we would normally expect in a time like this. If I look, are there any special dynamics by category, there's still growth to be had. Cal Litter is a great example of one that I just called out that's been still growth-accretive from a category perspective for us. As consumers adopted more cats during COVID, they thankfully still have those cats, and they're investing in the well-being of their pets. I would say, every one category has the similar dynamics around value, et cetera. But we see categories with higher growth opportunities and somewhat a bit lower. But I would say again, they're pretty resilient. I think, if you look at private label, it's probably another important thing to cover. Private label was up about three-tenths of a share point in Q4, but that's coming off of what was some trading during our out-of-stock period. And we're seeing people come back to our brands. We're seeing the middle get squeezed again, which is usually what happens during periods like this. People change with the premium brand or in private label. We do not see consumers meaningfully move to private label in any way. Shares are pretty stable. I'd call out the promotional environment probably, Andrea, is the last thing to touch on. We had anticipated the promotional level would return to pre-COVID levels. We certainly anticipate that for fiscal year '25. Competition is pretty rational in that. We're seeing some pockets of more competition in categories like Glad and Litter and we would expect that, but generally pretty rational. We still think that assumption holds for '25 that will return to pre-COVID levels. It was slightly higher in Q4, actually partially driven by us, but competition as well, and as retailers try new promotional strategies. So, in general, for us, we think the categories are in a good place for us to do what we do best, which is focus on superior value, invest in our brands, ensure that we execute against the strong innovation plans that we have and we have those across all of our major brands again, and feel good about the position they put us in. what we would anticipate is, this slight slowdown will be temporary. We typically see this last 12 to 18 months and our categories would rebound to more of a mid-low single-digits growth number, and we'll just watch for that and be ready to ensure that our brands can take advantage of it. And then you asked on, RGM, Andreas. So I'll just touch on that too because it's so important for how we deliver value now but also in '26 and beyond. That's a relatively new capability for us. We've done some work by businesses. Glad is a great example where you've done some price pack architecture over the years. But we've built out a full capability in the company to take advantage of that and we see that being a top-line contributor and margin contributor for both '25 and beyond. A lot of the activity we'll do right now is really always on pricing, some initial price pack architecture work and we see even more of that in '26 and beyond. But that will be a huge growth driver for us, in the long range plan period.

And we'll move next to Chris Carey with Wells Fargo.

I wanted to come back to sales again. Actually, in a strange way, the fiscal Q1 organic sales guidance is actually a bit lower than what I would have expected a multi-year basis if you assume you get back to growth. Are you embedding a progressive recovery, I guess, in your sales curve as you get through the year? In another way, is this just you're not exactly sure where things are going to land such as the volatility? Or is there greater recapture of some of the initiatives that you're looking for into the back half of the year, which is why you have that strong back half organic sales guidance applied? And I have a follow-up.

Yes. Hey, Chris, on Q1 sales and as you referred to our guidance of we think it's going to be 20%, 25% growth. And keep in mind, we're lapping an 18% decline in organic sales growth from the prior period. We think that growth is driven by both recovering from cyber as well as the strength of our demand plans. Now as I mentioned, that will be partially offset by increased trade spending. In this normalized environment, we're now lapping a period in front half of last year, when we were at a depressed level of merchandising support because of the out of stocks. And so you'll see good strong top-line growth modestly offset by increased trade spending in the front half of the year, which will depress it a bit. And then, as you get to the back half of the year, we average about a normalized level of spending in the back half of '24. I wouldn't expect much of a price mix impact year-over-year in the back half, but a little bit more pronounced in the front half.

And just, regarding that back half volume expectation, shaking out around mid-single-digits, do you see it the same way and just confidence around that number in this environment? And then, if I could sneak in, the deceleration that you're expecting in the Q1 gross margin relative to Q4 is quite atypical. I know you're talking about negative mix or positive mix in your fiscal Q4, but I understand charcoal also should have been a detriment. Why such a steep quarter-over-quarter decline? Is it all mix or is manufacturing coming off? Any context there would be helpful.

Yes, sure. On the gross margin lines, you talked about sequentially going from Q4 to Q1. As we said, we think we're going to have a good solid quarter in Q1 up 400 basis points to 500 basis points, but that will be lower than what we landed Q4. Part of it is what I mentioned. The reason we over delivered Q4 is because of this BU mix. We just sold less household products relative to the rest of our portfolio. We don't expect that to be the case in Q1. We expect those businesses to continue to recover and take a larger portion of our sales in Q1, so you won't get that that temporary benefit. And then in addition to that, I talked about the trade spending. You'll have a bit more of a trade spending drag in Q1. And then lastly, some of it is just based on our cost savings timing. We have hundreds of cost savings projects that have natural timelines and so those play out over the course of the year. I'm not particularly too concerned about how it plays out in any given quarter as long as we deliver good strong cost savings for the year, which we expect to do, but that'll have some impact on quarters as well.

Just regarding the back half confidence, if that mid-single number is where you're kind of thinking and that's it for me.

Yes. On the 3% to 5% organic sales growth, yes, our expectation will have good strong growth in the back half as well for both volume and sales. When you think about our sales of 3% to 5%, we expect this to primarily come from growing volume and growing share and we expect it to happen both in the front and back half of the year.

Our next question comes from Bonnie Herzog with Goldman Sachs.

I had a quick follow-up on Litter. Linda, you mentioned more work to do and mentioned strong innovation you have. So could you maybe touch on some of that for us? And then whether there is more innovation planned to be rolled out in FY'25? Also, could you give us a sense of the magnitude of increased spend levels you'll need to win these consumers back? I guess, maybe just a big picture on trade spend and promos, how big of a risk you see for spend levels to go beyond what you're factoring into guidance? I guess I'm asking, given the retail and consumer environment.

Sure. On Litter just a bit more. First on the innovation side that you touched on, we do have strong plans. First I would say that we're going to double down on some of the very successful platforms that we've had that are very value focused, like Outstretch, which we've talked about before, which is a more concentrated Litter and has performed really well in the market, as particularly consumers are looking for more value having to change that Litter box less, is a very high value for them. We'll double down on those and we have new innovations coming, which I can't give any details yet, but plan for the back half of our fiscal year '25 in the Litter category. We're also looking at claims, and ensuring that we have the right messaging from an advertising perspective. When it comes to investment particularly on Litter, and then I'll speak more broadly to your point on promotion and spend levels in aggregate. In Litter, we contemplated that in our outlook. That is embedded in the assumption that we have 11% to 11.5% of advertising and sales promotion as percent of sales. And then as Kevin just highlighted, the fact that we have increased trade promotion dollars in the system. And so Litter is accounted for that. And then that is the truth for the enterprise as well. We've accounted for the fact that, we're going to keep the spend level about what it was for advertising and sales promotion as a percent of sales versus last year. We think that's a prudent assumption and allows us to continue that momentum with consumers and talking about the value we offer and new innovation. And then same on the trade promotion piece. We have assumed that in our outlook. We've assumed the environment will be about what it was pre-COVID. The risk of that going higher, as what we've seen today, it's been pretty rational and we're seeing retailers be pretty rational. They're definitely ramping up promotion as we expected, but we're not seeing anything that sends us a signal that we haven't made a good assumption. It will be something Bonnie we watch throughout the year though. That certainly is a variable in the plan and could impact it. But for now, I think what people are looking at is using promotion in the right way to ensure that, we're communicating value, that we're introducing innovation, and using that in a very positive way. And we'll be watching it closely and we will react, if we see something from competition. But again, we see a pretty rational environment, pockets of things in Glad, Litter that we're dealing with but we've contemplated all about in the outlook.

And maybe just a quick second question on your EBIT margin. It's still below historical levels. In the context of everything you just mentioned, how should we think about further recovery and essentially ultimately seeing when they could reach historical levels? And I guess, I'm asking the context of, again, everything you just mentioned, Linda, as well as gross margins becoming less of a tailwind moving forward and then certainly A&P investments and the increase and the expectations there?

Yes. Bonnie, on EBIT margin, I'd say I feel like we're making very good progress. And then I'll talk adjusted EBIT margin that factors out some of these one-time charges. But if you look at our history, back in fiscal year '22, when we had the significant inflation, our adjusted EBIT margin is about 12%. Last year, we built that back up to about 15%. And if you look at our plans this year, it gets us back to about 17% to 17.5%. We're getting pretty close to fully rebuilding EBIT margin, historical levels about 18%. Our expectation is, by the end of this year we're very close to that level. And then going forward, it's the same things we talked about is continued to drive our margin transformation efforts, continue to drive the top line. We think that's how we get there. And then the very good work we've done on the streamlined operating model, we completed that program. We're on track to deliver $100 million and as we've talked, our intent to start moving our admin spending closer to 13% of sales over time and that will certainly be a contributing element as well. I feel very good about the progress we've made over the last several years, including what we intend to do this year, but I think that work continues beyond. But I have every confidence we'll fully rebuild EBIT margin as well.

Your next question will come from Dara Mohsenian with Morgan Stanley.

I just wanted to follow-up on the 3% to 5% org sales outlook for fiscal '25. Can you just give us some clarity on the volume versus pricing mix that's embedded in guidance? It sounded like in prepared remarks you do assume some pricing, which surprised me but maybe that's international. Just the balance there and specifically what's driving the pricing would be helpful.

Yes, as it relates to our 3% to 5% goal, that will come from volume growing slightly above 3% to 5%. And then our expectation for price mix is modestly negative, and that's primarily driven by this increased trade spending I talked about in the front half of the year to get back to a more normalized level of merchandising support. We don't have any meaningful pricing in the plan for fiscal year '25. We'll do a little bit internationally, but that won't have a ceding impact on the top line. It will be primarily coming from volume with a very modest offset in price mix.

And then just, Linda, with the divestiture of Argentina and sale of VMS here, could you just address the 3% to 5% long-term organic sales growth outlook. Does that still hold? Presumably, it still does, but just give us some insight into how you think about the building blocks there, particularly given the recent divestitures?

Yes. It does. It's one of the steps that we take to ensure our financial algorithm is in a good spot. We're committed to continuing to evolve the portfolio in Argentina and VMS are great examples to ensure that we have businesses that are less volatile in the case of Argentina and businesses that we feel can deliver the consistent and profitable growth that we need to, and that really comes down to our decision on VMS. Both of those support a more stable, consistent sales growth. Both of them support margin expansion, as Kevin covered and a more profitable business overall. Obviously, that will have an impact to reported sales this year. But if you look at organic, it's pretty strong. And then as we move forward, what I think it really allows us to do is, focus on the places where we have growth opportunities. It allows us to focus in places like Litter, where I said we have more work to do, in other parts of the business, like international that has grown above our sales average. PPD, which we feel confident now is returning to a stronger grower in the portfolio. So that really in the future as we look to '25 and beyond, not only does that create a new base to grow from that is stronger, but it also allows us to focus on the opportunities in front of us.

Our next question will come from Kaumil Gajrawala with Jefferies.

On advertising, I saw in this quarter it was at about 14% of sales. Is that just a little bit of maybe a step-up in spend as you got one into the end of the year, just setting you up for next year? Is there something else going on?

Yes. Kaumil, obviously, fiscal year '24 was pretty dynamic, and we set out to have a higher level of spending to support what we thought would be a more value conscious consumer. And then after the cyber-attack in August, we tried to pull back as much spending as we could as we had out of stocks in the market and we backloaded a lot of that plan as we came back into full distribution, as we were able to merchandise again, as we fully rebuilt supply and that 14% represents getting all of those things back in the market and wanting a strong start from a consumer momentum perspective. As you saw for '25, we're returning back to that level of 11%, 11.5%, which is consistent with what we did in aggregate last year. But I think from a Q4 perspective, it just supported all of those fundamentals being live and back in the market and a strong start to the momentum that we intend to continue to build in '25.

And then on promotional activity, but in the context of thinking about gross margins and promo activity, is the assumption that the levels that we're at right now in terms of train spend and promo is where we're sort of leveling off? Or is there an assumption, that it's going to continue to climb over the course of the next calendar year and that 100 bps of gross margin expansion incorporates the likelihood of promos increasing still?

Kaumil, the way I'd say it is, if you look at the back half of our fiscal year '24, we merchandise about 25% of our sales and that's very consistent sort of normal merchandising activity. But as I mentioned, in the front half of '24, it was depressed because of the cyber event. As you fast forward to fiscal year '25, you should see a year-over-year increase in trade spending in the front half of the year because we've got to lap that depressed level. But in the back half of fiscal year '25, we're about at the level we think is appropriate and I wouldn't expect a year-over-year increase. You'll see a little bit of a drag on sales and margin in the front half of fiscal year '25 as we get back to that normalized level and I would not expect to see much of that in the back half of fiscal year '25.

Our next question will come from Kevin Grundy with BNP Paribas.

Question on advertising and marketing as well. A little bit of a different angle, though. Was there any consideration to maybe leaning in a bit and reinvesting more of this gross margin improvement? You're calling for a 100 basis points of GM improvement. Advertising and marketing up. But I guess I'm asking this one in the context of number one, the market share probably not where you'd hope it would be. And if we're looking at the Nielsen data sort of as a proxy, it seems like there's a lot of share loss beyond household. We're seeing share gains in Hidden Valley and Wipes. Beyond that, at least in the Nielsen data, there's quite a bit of share loss. I'd add to that, we're seeing advertising and marketing trade promo go up across the board. So sort of given the gross margin improvement, share probably not where you want it to be is it prudent just to kind of push back, respectfully push back a little bit to maintain advertising and marketing. Wouldn't this seem like the right time to get the market shares back to where you want them by leaning in even more in this environment, where it's going up across the board from the competitors and your market share is not quite where you want it to be. It'd be great to get your thoughts on that.

Yes, Kevin. As you can imagine for '25, we look at a number of scenarios on what the right level of spend was on advertising on promotion. And our general managers, we pushed them to say, are there incremental spending opportunities that are good, decent short-term payout but would contribute long-term even more. And what they came back with was that 11% to 11.5% range that we had. We think that strikes the right balance. Here's maybe just a little bit of thinking about what you're seeing in share and what we expect and why we're comfortable with the 11% to 11.5%. If you look at share for the extra rate of what we had in June, less than three quarters of recovering from a pretty major cyber events where our distribution, et cetera our distribution was down a third. We lost five full share points. We ended June down three-tenths of a point in share in aggregate. I don't love being down in share, but I think that speaks to the power of the plans, our execution and our brands. To be clear, we intend to grow share in fiscal year '25. But what we're seeing is, just as we restored distribution, which happened mostly in May and June, we haven't even had a full purchase cycle with the consumer yet, which is about 90 days on average. What we're seeing is household penetration begin to rebound. It's not exactly where we want it to be right now, but generally things are all moving in the right direction. And that spend of 11.5% and the increased promotional spend we think is prudent based off of that. I'll be clear though, if the year starts to play out differently and we are not seeing what we expect from our businesses share improve, we feel absolutely comfortable coming back and saying, we need to spend more. And I know I think that would be met positively. But what we're trying to balance right now is top-line growth, ensuring that we have the fuel by expanding margins. We think we have that balance right, right now. And as I've said time and time again, we are not afraid to spend just like we did 14% in Q4 if we feel it's the right thing to do for the business for the long-term.

And we'll move next to Robert Moskow with TD Cowen.

Hi, thanks for the question. I guess we can wait for the 10-K, but can you give us a kind of a snapshot on how cash flow ended for the year? It was down for the first three quarters, but wanted to know if there's any kind of recovery in fourth. And then, how should we look at fiscal '25? Is it kind of a -- can we take the net income and kind of just add D&A and subtract CapEx? Or are there any kind of cash expenses that will really hit it or working capital changes that we should be aware of?

Sure, Robert. Happy to answer that on free cash flow. Just to remind folks, we target free cash flow as percent of sales 11% to 13%. If you look at free cash flow, it mirrors very similar to what we're doing on the P&L in terms of rebuilding gross margins profitability. If I go back to fiscal year '22, we had about 8% free cash flow. So inflation, depressing margin, depressing profit, we were well below our targeted 11% to 13%. If you look at the last two years, we've averaged about 10%. There are some timing issues on tax payments, but if you take that noise out for fiscal year in '23 and '24 about 10%. This year, fiscal year '25, as we continue to rebuild margin and profitability, we're targeting about 12% free cash flow as percent of sales, so very much back in line with our targeted growth rate. And as a result of that, I think you folks have seen we continue to support the dividend, but we're also starting to pull cash-up on the balance sheet. So we have restarted our share repurchase program. We started this year that we've had suspended for about the last three years and that's really a function of really rebuilding the balance sheet, rebuilding cash flow and now we're able to start deploying that cash back to shareholders.

Where does that stand in your priorities for how to return cash to shareholders? Would there be a step-up in fiscal '25 or does it depend on other factors?

Yes. In terms of priorities, it's our lowest priority. So job one for us is to invest in the base business and we'll continue to make sure every opportunity we have to invest in the business that generates value for shareholders, we'll continue to do that. We have a very robust plan of investment this year, but in spite of that we support the dividend. Additionally, we have our debt to EBITDA. You folks may know we target 2x to 2.5x. This year, we're looking to be at the very low end of that range, so we're in a very good place from a leverage ratio. And then our last priority, if we have excess cash on the balance sheet, we're going to return that to shareholders and that's the position we find ourselves in this year. We started that process. I'd say for now we're targeting $250 million to $300 million to return. That's primarily catching up on dilution, as we've been out of the market for the last several years. But we'll evaluate that as we get through the year and see how things shake out, but we think this is a good place to start in terms of our outlook.

And your next question comes from Javier Escalante with Evercore ISI. Just one moment, please. Then it looks like his line has disconnected. We'll move to our next caller, Olivia Tong with Raymond James.

I was hoping you could talk a little bit about the margin improvement from this year, not just this quarter, because relative to your goals going into the year at this time last year, sales came in below but earnings actually was a fair bit above despite, arguably, consumer challenges building over the course of the neck the last 12 months. Putting cyber aside, would love to hear a little bit about the key drivers of the earnings improvement from this year.

In regard to I think you mentioned gross margin primarily. If you look at gross margin, what drove the roughly 360 basis points of improvement? For us, it was another very good year of cost savings, and I really credit our team in spite of the cyber disruption, folks stayed very focused on delivering the productivity improvements that we're counting on. And so we delivered 180 basis points of gross margin expansion through cost savings. That was a very good year for us. We also had pricing primarily in international markets, and that was really Argentina prior to the divestiture, but that certainly contributed to gross margin expansion as well. And then lastly, I'd just say, we've moved into a commodity environment that's fairly benign. If you look at commodities, we've been dealing with tremendous amount of inflation the previous two years. This year is essentially flat, we had no real commodity drag and you had all the benefits of cost savings and the pricing actions we took flowing through to the bottom line. Those are really the primary drivers.

I was more sort of thinking about what came in as a surprise to you. It sounds like it's primarily the cost savings. But then the other thing that I wanted to know about is, one of the things that we're hearing during this earning season is about improving household penetration, especially given the backdrop. Can you discuss some of the things that you're doing to improve your household penetration, whether through promotion and trade spend or some of the digital investments that you're making to try and set out where there are potentially more pockets of consumers that you may be underserving?

Sure. Maybe I'll just close the point on margin, Olivia that you made. Kevin certainly outlined exactly what happened. I think what I would just note is, our continued confidence in the overall margin transformation program we put in place, that's leading to this type of sustained increase in cost savings. We're pulling levers that we pulled before in new ways and we have completely different capabilities that we've built, as well and we're enforcing that by investing in our digital transformation, so better access to data and insights and allowing us to move quicker. I think that's really what we've been pleased to see as it's played out. We have increased confidence and obviously giving us confidence to return to pre-pandemic gross margins, which if you look at the last few years, that's a significant feat given what we had experienced from a commodity increase perspective and overall inflation. That's what I would call out as we continue to get more and more confident about that and it gives us confidence in fiscal year '25 to return to those margins. And I think to Kevin's earlier point that gives us the flexibility to invest if we need to. We feel like we have the right investment levels now, but given the fact that we've made such strong progress there, if we need to invest more, we are ready to do that. And then your point on household penetration, as the industry took pricing, one of the trade-offs we always know that happen at a time when you take pricing is you trade-off household penetration and usually that's temporary. And that happens for a number of reasons. Consumers, you have elasticity and elasticity plays out in a number of ways. Consumers leave the category, consumers decide to behave differently within the category, they make substitute, they have longer purchase cycles, et cetera. And then as you see pricing roll through, you see consumers naturally come back, because they find their alternatives didn't work or they go through all of their pantry. We'd expect to see that happen naturally. But then the work that we're doing is really focused on ensuring that, we are focused on superior value, that we offer them a value that when they go and they're choosing their household essentials that they return to the category and they return to Clorox Brands. And we're seeing that, over the last couple of quarters with some improvements in household penetration. We would expect to see that continue and support the volume driven growth that we'll have in fiscal year '25. But there's a combination of things that we think about in this. Superiority is a combination of pricing, the brand and the product experience. We are ensuring that we have the right price points, which we feel good about. And as I've said before, we continue to look through our net revenue management work to ensure that price points and price gaps are where they need to be. They largely are, but we will absolutely take on if we see a place where our price gaps aren't where they need to be and we'll do that work to ensure that we have that. And we'll use things like price pack architecture to deliver even additional value to those consumers, who may have exited and need a different pack size or buying in a different channel. And then, if you think about product, that's where really innovation and focusing on claims matters. We had a strong innovation program this year. But what I would just emphasize is the last few years, we've had a number as the world has, but I think in particular if you think about Clorox, a number of operational disruptions outside of our control. And we've been trying to balance both margin, earnings, top-line and I think we've done a good job at that. But the organization now is really focused on returning maniacally to growth, given our confidence in margin rebuilding, given our confidence in the brands. And so we are really focused on where is our product need or boost from claims perspective. We are -- pretty innovating. How can we make our innovation even bigger and how can we bring to life those platforms that we intend to launch. And I'll give you maybe just an example of one that doesn't feel like a big deal, but is actually having really an impact in the marketplace, and that's Clorox Scentiva. We launched that a number of years ago. It was very successful. And I talked about in CAGNY that we were going to relaunch Scentiva. And we did that with better claims, better scent profiles and we've actually had the largest quarter in Q4 on Scentiva that we've ever had. A good example where the team is getting laser-focused on value and we're bringing in consumers who maybe can't afford anymore to buy a cleaner and an air freshener and they're getting a great value by having an all in one product with Clorox Scentiva. Good examples of where by category we're being pretty maniacal about that. And then finally, investment. As I've said, I feel like we have the right level of investment on [ANSP] and promo to do exactly that making sure we're capturing consumers at back to school, during times when their family gets ill, reminding them what we can do to keep them safe as well as talking about the trust of the brands and the promises that we deliver. All of that adds up to growing household penetration over time. That's what the team is focused on is, how do we return them to the levels that we were at before and grow them from there, and that it will be part of how we grow share in fiscal year '25.

And we'll move to our next question that comes from Lauren Lieberman with Barclays.

Linda, I mean your last answer gave a lot of color on this, but the implied market share gain, I think is very significant. I hear you on the kind of trend line and where you've gotten back to and more or less flattish. But talking about volume growth north of three to five in a category backdrop that you've described as challenged, resilient but challenged consumer just feels like a really big push. I guess number one, would be why start out with such a high bar? Because again like mid-single-digits volume is a big number and it just yes -- I'll leave it there as my first question.

Sure, Lauren. I think first, one thing to keep in mind as we go through the quarters is we have the lap of cyber. And so we lost five points of share if you look at the height of the cyber tech. And we are regaining a lot of that volume in Q1 and gaining a lot of that share. If you think about exactly what you said, Lauren, the exit rate close to flattish in June. But you have to even if you just forecast getting back to flattish for an entire year, that is a significant amount of volume growth. Then growing share modestly on top of that gets you to that number. I think that's part of what's going on as you have a dynamic of lapping being out of stock, significant volume growth there, significant share loss and refilling that and then growing share modestly, what we would assume in the back half. And some categories will grow faster than others. But we assume the vast majority of our major categories we will see share improvement in and we feel like we have the plans to do that.

And then if I can just follow-up on some gross margin components. Kevin, you've been super clear that mix is a big contributor this quarter. I just want to clarify, was that in that logistics and manufacturing line? And if you could give any guardrails for like roughly how big it was just when we think about next year's comparison? And then also commodities for fiscal 2025 kind of flattish or is that expected to be a benefit?

Yes, Lauren. On gross margin drivers, you're right. It shows up in the manufacturing line. So when you have mix between business units, and if you saw in our rec we provided. We're favorable about 200 basis points in Q4 and a good portion of that was driven by that favorable BU mix, which I wouldn't expect to continue as move into fiscal year 2025. In regard to commodities, if you look at our outlook for fiscal year 2025, our expectation is about $75 million of total supply chain inflation and we think about half of that will come through commodities and then the other half will come through the other aspects of the supply chain. And so, for us, roughly $35 million, $40 million of commodity inflation this year is a very modest amount of commodity inflation. That's what we're expecting the outlook.

And we'll go next to Anna Lizzul with Bank of America Global Research.

Hi. This is [John Kiefour] on the line for Anna. Just a very quick question on the digital transformation you guys outlined in the prepared remarks. You mentioned Canada seems to be relatively finished. Just wondering how far you guys expect to get through the remainder of the program by the end of this year? Have you seen that like realistically, can you give us any kind of size about how much of the benefits have flowed through? And I guess what you guys are expecting in terms of the cadence from that benefit to flow through overall?

Yes. The digital transformation, we're really pleased with our first wave of our ERP and global finance, rollout that happened on July 1st went very well and gave us strong confidence that, we have set up that wave to learn when we do the new U.S. coming up next year. And so, we have been maniacal about documenting everything that we've learned to set us up for the biggest transition that we have coming on that ERP portion. And as what you saw, we've talked about the fact that, that was delayed due to the cyber event. But we're still on track to finish the program, in fiscal year '26. And we'll make again strong progress this year on the ERP. Next year, the U.S. will come online, and we have additional capabilities coming online as well. We were able to reshuffle some things so that we end the program about the same time. We have seen some value, as you think about the overall digital transformation we have in place as we put our data lake in place, you saw that through things like our marketing efficiencies that we've already had early results on but the bulk of the value that we get and this is a very strong return on investment project comes in '26 and beyond as we complete the implementation of the ERP.

And our next question comes from Steve Powers with Deutsche Bank.

I know we're running longs, but a couple of questions if I could on that 3% to 5% top-line goal for next year. I guess maybe this gets a little bit at what Lauren was asking about, but is there a way to think about how that compares to the assumed rate of consumption growth in fiscal 2025? I'd expect maybe a couple of points at least of net distribution gains contributing to shipments. So maybe assume consumption running below 3% to 5%, but just wanted to clarify and hopefully quantify that gap. And then as you're talking about it, if we think about it across the segments and just talk about segment variability relative to that goal, are each of the segments expected to run essentially within that range? Or do you see room for some -- any to run notably ahead or below? It seems to me like household and international candidates to run modestly ahead for different reasons, but I just want to play that back for your reaction.

3% to 5%, this is a complicated set of factors to talk through, given each quarter is a little bit different. But Steve, I think to your point, some of that 3% to 5% is rebuilding, against when we were out of stock in Q1 and Q2. And remember, like you said, we didn't fully restore distribution and merchandising until Q4. You're going to have all of those impacts of that lap, in place. And our categories, we're expecting the low end of low single-digits right now. But we have categories that aren't tracked. And I would just help you keep that in mind too. We have international, we have our professional business that are not in those numbers and we would expect higher exposure to growth in those categories. We've seen that continue to play out and we have get more and more confidence in that, as they've delivered over the last couple of quarters. And then of course, we talked about for share. We won't expect many of our categories to be in the 3% to 5% range. We would expect them to be in low single-digits and then we'll perform slightly better than that. But you do have that lap effect that is certainly playing a role. And then on the segments, what I'd call out is our segments all do have different nuances on performing, call it international is a good example of one that has been a strong growth for us and we'd expect that to continue. And now that we've actually mostly eliminated most of the volatility that we had on FX due to the sale of Argentina, that will be more consistent as well. Our health and wellness segment has continued to perform well. We continue to see share growth opportunities there. Our professional business is back on track, so feeling good there. And then to the point that you made on household, we have maybe an easier comp as you look through the year, given it took longer to fill distribution and we didn't meet expectations on that business in Q4. I think you'll see some variability, but, not outside of the range of the normal variability you would see in our segments.

And then if I could, Kevin, you may not want to go here, but I'm going to try anyway. Just you mentioned the structural benefits from the portfolio reshaping, the exit of Argentina VMS, those benefits of margins. I'm wondering if you could give us some kind of quantification or order of magnitude as to how material that is, as you think about the margins that margin improvement is embedded in the '25 guidance?

Yes, Steve, I appreciate the framing of your question. As Linda and I both said, exiting both those businesses, if you think about what we're trying to accomplish in our Ignite strategy, our financial goal is more consistent profitable growth. Those businesses were both dilutive, dilutive to the top line growth rate, dilutive to growth margin and profitability. And so we're exiting both of those businesses. You will see structural improvement. From a top-line perspective, it's probably less than half a point, but it'll structurally improve the growth rates of this company from the top line. And then, from a margin as well, you probably get in that 50 bps to 70 bps structural improvement gross margins once we get both these businesses exited. To me, it is a very nice adjustment to our portfolio to make sure that, we're doing exactly what we committed to more consistency and more profitable growth. And we think exiting both those businesses, while not easy decisions certainly support that endeavor.

You appreciate the framing. I appreciate the answer.

Our next question comes from Javier Escalante with Evercore ISI.

I have no clue what happened, so let's see whether it works this time around. I would like to tackle the household business slightly different. When you step back, it's rare when you see negative pricing and negative volume at the same time? And I know that you spoke a lot about promotional activity, but to what extent the volumes are telling you is that you took too much pricing? And I have a follow-up.

I'm glad you're back online, Javier. So in household, here's how I would look at it. Certainly, as I said, it didn't meet our expectations. Very clear on why for both for all grilling, Glad and Litter. And it's exactly what I highlighted for grilling. We didn't see any extraordinary merchandising in that category. It was exactly what we expected it to be, but volumes were down due to weather. For Glad, what's going on that you have there is, we were out of the large size market for quite a while. So you have some dynamics on pricing and mix that are happening within that business, until you fully restore supply. I'd say the same thing for Litter. But Litter was a much heavier promotional environment than we would even see as normal as we had expected it to be and we certainly contributed to that as we were looking to get subscriptions back, etcetera. What we see though again is a more rational environment as we move forward back to pre-COVID levels from a pricing perspective. If I look at our value, for Glad, again, we ended the quarter down two-tenths of a point. That would say that our pricing is holding up well in the marketplace. And as we return large sizes, that's the value consumers are looking for. If they might have switched due to price promotion before now that we have the items they want in the market, I would continue to believe that they'll choose us, and evidence of that is the fact that we did so well on Prime Day and we're back to growing share in Glad Trash and our largest customer. And then for Litter, I think again that one's going to take a little bit longer. That is a category we see a decent level of price promotion in. We've accounted for that in our outlook. We would expect to continue to be competitive. But I don't feel like we're in a place where our price gaps are out of whack. It's simply that people are looking to drive against a value-oriented consumer. They want to win share in a more value-oriented marketplace. And again, I think for grilling as we go forward, merchandising plays an important role. Our price gaps look generally in line. Our shares held up. We were down three-tenths of a share point in June. Feel good about where we were despite a bad grilling category season, and feel like if we need to make any adjustments to pricing, like I highlighted earlier, I'm not sure, Javier, when you joined back in the call. But if we need to make any adjustments on an item basis, we absolutely have that plan right now and we won't be afraid to do it as we go through the course of the year. But largely, in aggregate, our pricing is working and holding in the market.

And then the second question has to do with A&P spending or marketing spending. And one particular business that looks very weak in [Circana data] that includes Ulta as well and Amazon and Burt's Bees. So the brand has been weak for a long period of time. It goes through channels that are not compatible or not the same of the balance of the portfolio. And you compete with companies that spend multiples of 14% in marketing, like over 30%. The question is, as you review the portfolio, do you think that you are competitive in Burt's Bees or you will consider adjustments?

Burt's has been an acquisition for us over the years that we've been really pleased about. It's been in a faster growing category and Burt's has contributed stronger sales growth, if you just look in the aggregate, year after year given the opportunities in the natural personal care segment and the attractiveness of those categories. And we don't compete really with some of these large multibillion dollar beauty brands. And we compete in a segment where consumers are looking for products that come from nature, that offer that promise. I mean, although that set is quite competitive, they're not competing with some of the bigger brands that you might think of. And we're really a food drug mass type of business and we were built for that. Our pricing, our architecture is built for that, et cetera. I feel very confident in Burt's future. I'd say, right now, if you look at what Burt's has gone through, unfortunately, last year, we had a massive supply issue when we had a supplier have a fire that put lip tube availability significantly at risk. And then, of course, Burt's had the compounding effect that all of our businesses had of the cyber-attack. What you're seeing is some variability in distribution, et cetera. But if I look at the long-term health and opportunities in front of Burt, I see that as being an opportunities for it to continue to be growth accretive to the company. We're laser focused on making sure that as we have restored supply, we're getting that distribution back. We're also rationalizing distribution in some of the categories. I don't think it makes sense for us to compete in and I think that's just good portfolio management. But Burt's categories are attractive. We have a very strong brand that consumers love and I feel very confident about it moving forward.

This concludes the question-and-answer session. Ms. Rendle, I would now like to turn the program back to you.

Thanks. To close out today's call, I'd like to revisit our long-term strategy and reflect on our transformation journey. Ignite was created to accelerate profitable growth, to create long-term shareholder value. As part of that goal, we set on a course to fundamentally strengthen our value creation model, including how we generate the fuel necessary to drive growth. We're innovating with clear intention. We're focused on delivering superior value through brands consumers love. We're creating a consumer obsessed, faster and leaner organization by reimagining how we work, enabling our team with data and technology, streamlining our operating model, evolving our portfolio to reduce volatility and driving more profitable long term growth. Our strategy has guided us well over the past five years, but we've had to adjust our execution based on several factors outside of our control. We've gone through periods where we saw massive demand increases during COVID-19, normalization of demand, unprecedented inflation, multiple rounds of pricing, a cyber-attack, and the global macroeconomic and geopolitical uncertainty and volatility that persist today. These shocks have caused our performance to be more volatile. At the same time, they've also led to the acceleration of our transformation agenda. We've been purposeful and balanced on our actions, leaning on our strategy to execute through every challenge, staying committed to rebuilding our margin and earnings, while maintaining top-line growth. This is positioning us to fully restore margin in fiscal year 2025 and deliver strong free cash flow in line with our long-term goals, while investing strongly in our brands. I'm confident we're taking all the right steps, some of which add value now and others will bear fruit as we advance the choices further. We have consistently said that this would not be linear given the environment and challenges, but we continue to make strong progress and remain confident that we're on the right track. Through it all, we stayed true to our goal to transform Clorox into a stronger company poised to deliver more consistent profitable growth and enhance long-term shareholder value. Thank you for your time and questions. We look forward to updating you on our continued progress against our transformation agenda next quarter. Take care.