CLOROX CO /DE/, 10-Q filed on 2/2/2018
Quarterly Report
Document and Entity Information
6 Months Ended
Dec. 31, 2017
Jan. 19, 2018
Document And Entity Information
 
 
Entity Registrant Name
CLOROX CO /DE/ 
 
Entity Central Index Key
0000021076  
 
Document Type
10-Q 
 
Document Period End Date
Dec. 31, 2017 
 
Amendment Flag
false 
 
Current Fiscal Year End Date
--06-30 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
129,403,990 
Document Fiscal Period Focus
Q2 
 
Document Fiscal Year Focus
2018 
 
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited) (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Income Statement [Abstract]
 
 
 
 
Net sales
$ 1,416 
$ 1,406 
$ 2,916 
$ 2,849 
Cost of products sold
807 
777 
1,634 
1,580 
Gross profit
609 
629 
1,282 
1,269 
Selling and administrative expenses
197 
197 
401 
397 
Advertising costs
140 
128 
274 
256 
Research and development costs
31 
32 
63 
63 
Interest expense
20 
22 
41 
44 
Other (income) expense, net
(6)
23 
(3)
18 
Earnings from continuing operations before income taxes
227 
227 
506 
491 
Income taxes on continuing operations
(6)
77 
81 
162 
Earnings from continuing operations
233 
150 
425 
329 
Earnings (losses) from discontinued operations, net of tax
(1)
(1)
Net earnings
233 
149 
425 
328 
Net earnings (losses) per share, Basic
 
 
 
 
Continuing operations, basic (in dollars per share)
$ 1.81 
$ 1.16 
$ 3.29 
$ 2.55 
Discontinued operations, basic (in dollars per share)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.01)
Basic net earnings per share (in dollars per share)
$ 1.81 
$ 1.16 
$ 3.29 
$ 2.54 
Net earnings (losses) per share, Diluted
 
 
 
 
Continuing operations, diluted (in dollars per share)
$ 1.77 
$ 1.14 
$ 3.23 
$ 2.51 
Discontinued operations, diluted (in dollars per share)
$ 0.00 
$ 0.00 
$ 0.00 
$ (0.01)
Diluted net earnings per share (in dollars per share)
$ 1.77 
$ 1.14 
$ 3.23 
$ 2.50 
Weighted average shares outstanding (in thousands)
 
 
 
 
Basic (in shares)
129,359 
128,497 
129,189 
128,973 
Diluted (in shares)
131,655 
130,775 
131,559 
131,406 
Dividends declared per share (in dollars per share)
$ 0.84 
$ 0.80 
$ 1.68 
$ 1.60 
Comprehensive income
$ 233 
$ 137 
$ 444 
$ 319 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2017
Jun. 30, 2017
Current assets
 
 
Cash and cash equivalents
$ 489 
$ 418 
Receivables, net
536 
565 
Inventories, net
494 
459 
Prepaid expenses and other current assets
161 
72 
Total current assets
1,680 
1,514 
Property, plant and equipment, net of accumulated depreciation and amortization of $2,031 and $2,001, respectively
935 
931 
Goodwill
1,202 
1,196 
Trademarks, net
655 
654 
Other intangible assets, net
65 
68 
Other assets
221 
210 
Total assets
4,758 
4,573 
Current liabilities
 
 
Notes and loans payable
495 
404 
Current maturities of long-term debt
400 
Accounts payable and accrued liabilities
885 
1,005 
Income taxes payable
Total current liabilities
1,380 
1,809 
Long-term debt
1,788 
1,391 
Other liabilities
791 
770 
Deferred income taxes
39 
61 
Total liabilities
3,998 
4,031 
Commitments and contingencies
   
   
Stockholders’ equity
 
 
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding
Common stock: $1.00 par value; 750,000,000 shares authorized; 158,741,461 shares issued as of December 31, 2017 and June 30, 2017; and 129,348,120 and 129,014,172 shares outstanding as of December 31, 2017 and June 30, 2017, respectively
159 
159 
Additional paid-in capital
941 
928 
Retained earnings
2,649 
2,440 
Treasury shares, at cost: 29,393,341 and 29,727,289 shares as of December 31, 2017 and June 30, 2017, respectively
(2,465)
(2,442)
Accumulated other comprehensive net (losses) income
(524)
(543)
Stockholders’ equity
760 
542 
Total liabilities and stockholders’ equity
$ 4,758 
$ 4,573 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 31, 2017
Jun. 30, 2017
Statement of Financial Position [Abstract]
 
 
Property, plant and equipment, accumulated depreciation and amortization
$ 2,031 
$ 2,001 
Preferred stock, par value (in dollars per share)
$ 1.00 
$ 1.00 
Preferred stock, shares authorized (in shares)
5,000,000 
5,000,000 
Preferred stock, shares issued (in shares)
Preferred stock, shares outstanding (in shares)
Common stock, par value (in dollars per share)
$ 1.00 
$ 1.00 
Common stock, shares authorized (in shares)
750,000,000 
750,000,000 
Common stock, shares issued (in shares)
158,741,461 
158,741,461 
Common stock, shares outstanding (in shares)
129,348,120 
129,014,172 
Treasury stock, shares (in shares)
29,393,341 
29,727,289 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Operating activities:
 
 
Net earnings
$ 425 
$ 328 
Deduct: Losses from discontinued operations, net of tax
(1)
Earnings from continuing operations
425 
329 
Adjustments to reconcile earnings from continuing operations to net cash provided by continuing operations:
 
 
Depreciation and amortization
81 
82 
Stock-based compensation
23 
25 
Deferred income taxes
(37)
(4)
Other
29 
20 
Changes in:
 
 
Receivables, net
31 
57 
Inventories, net
(40)
(63)
Prepaid expenses and other current assets
(6)
(13)
Accounts payable and accrued liabilities
(113)
(142)
Income taxes payable
(71)
(20)
Net cash provided by continuing operations
322 
271 
Net cash provided by discontinued operations
(1)
Net cash provided by operations
322 
270 
Investing activities:
 
 
Capital expenditures
(89)
(117)
Other
15 
Net cash used for investing activities
(74)
(114)
Financing activities:
 
 
Notes and loans payable, net
88 
233 
Long-term debt borrowings, net of issuance costs
396 
Long-term debt repayments
(400)
Treasury stock purchased
(70)
(183)
Cash dividends paid
(217)
(206)
Issuance of common stock for employee stock plans and other
26 
17 
Net cash used for financing activities
(177)
(139)
Effect of exchange rate changes on cash and cash equivalents
(4)
Net increase in cash and cash equivalents
71 
13 
Cash and cash equivalents:
 
 
Beginning of period
418 
401 
End of period
$ 489 
$ 414 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated financial statements for the three and six months ended December 31, 2017 and 2016, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its subsidiaries (the Company) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2017, which includes a complete set of footnote disclosures including the Company’s significant accounting policies.

Recently Issued Accounting Standards

Recently Issued Accounting Standards not yet adopted

In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities with its financial reporting. This standard also simplifies the application of hedge accounting in certain situations. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires the presentation of the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. This standard also requires that other components of the net periodic benefit cost be presented separately from the line item(s) that includes service costs and outside of any subtotal of operating income, if one is presented, on a retrospective basis. Additionally, the new guidance limits the components that are eligible for capitalization in assets to only the service cost component. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation will depend on the classification of a lease as either a finance or an operating lease. ASU 2016-02 also requires expanded disclosures about leasing arrangements. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which replaces most of the existing U.S. GAAP revenue recognition guidance and is intended to improve and converge with international standards on the financial reporting requirements for revenue from contracts with customers. The core principle of ASU 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers, including information about significant judgments and changes in judgments. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2019, and is expected to be applied on a modified retrospective basis.

Based on the Company's preliminary assessment, the adoption of the standard is not expected to have a significant impact on its annual consolidated financial statements; however, there may be an impact on the Company's financial results in interim periods due to the timing of recognition for certain trade promotion spending. As the Company completes its overall assessment, it is also identifying potential changes to its accounting policies, business processes, systems and controls to align with the new revenue recognition guidance and disclosure requirements.
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS
On September 22, 2014, the Company's Venezuela affiliate, Corporación Clorox de Venezuela S.A. (Clorox Venezuela) announced that it was discontinuing its operations, effective immediately, and seeking to sell its assets. Since fiscal year 2012, Clorox Venezuela has been required to sell more than two thirds of its products at prices frozen by the Venezuelan government. During this same period, Clorox Venezuela experienced successive years of hyperinflation resulting in significant sustained increases in its input costs, including packaging, raw materials, transportation and wages. As a result, Clorox Venezuela had been selling its products at a loss, resulting in ongoing operating losses. Clorox Venezuela repeatedly met with government authorities in an effort to help them understand the rapidly declining state of the business, including the need for immediate, significant and ongoing price increases and other critical remedial actions to address these adverse impacts. Based on the Venezuelan government’s representations, Clorox Venezuela had expected significant price increases would be forthcoming much earlier; however, the price increases subsequently approved were insufficient and would have caused Clorox Venezuela to continue operating at a significant loss into the foreseeable future. As such, Clorox Venezuela was no longer financially viable and was forced to discontinue its operations.
On September 26, 2014, the Company reported that Venezuelan Vice President Jorge Arreaza announced, with endorsement by President Nicolás Maduro, that the Venezuelan government had occupied the Santa Lucía and Guacara production facilities of Clorox Venezuela. On November 6, 2014, the Company reported that the Venezuelan government had published a resolution granting a government-sponsored Special Administrative Board full authority to restart and operate the business of Clorox Venezuela, thereby reaffirming the government's expropriation of Clorox Venezuela’s assets. Further, President Nicolás Maduro announced the government's intention to facilitate the resumed production of bleach and other cleaning products at Clorox Venezuela plants. He also announced his approval of a financial credit to invest in raw materials and production at the plants. These actions by the Venezuelan government were taken without the consent or involvement of Clorox Venezuela, its parent Clorox Spain S.L. (Clorox Spain) or any of their affiliates. Clorox Venezuela, Clorox Spain and their affiliates reserved their rights under all applicable laws and treaties.
With this exit, the financial results of Clorox Venezuela are reflected as discontinued operations in the Company’s condensed consolidated financial statements for all periods presented. The results of Clorox Venezuela had historically been part of the International reportable segment.
There were no net sales for each of the three and six months ended December 31, 2017 and 2016, and losses from discontinued operations, net of tax were insignificant for these same periods.
INVENTORIES, NET
INVENTORIES, NET
INVENTORIES, NET
Inventories, net, consisted of the following as of:
 
12/31/2017
 
6/30/2017
Finished goods
$
399

 
$
363

Raw materials and packaging
115

 
119

Work in process
6

 
3

LIFO allowances
(26
)
 
(26
)
Total
$
494

 
$
459

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Risk Management and Derivative Instruments

The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.

Commodity Price Risk Management

The Company may use commodity exchange traded futures and over-the-counter swap contracts, which are generally no longer than 2 years, to fix the price of a portion of its forecasted raw material requirements. Commodity purchase contracts are measured at fair value using market quotations obtained from commodity derivative dealers.

As of December 31, 2017, the notional amount of commodity derivatives was $21, of which $11 related to jet fuel swaps used for the charcoal business and $10 related to soybean oil futures used for the food business. As of June 30, 2017, the notional amount of commodity derivatives was $26, of which $14 related to jet fuel swaps and $12 related to soybean oil futures.

Foreign Currency Risk Management

The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have durations of no longer than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.

The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $35 as of December 31, 2017, and $49 as of June 30, 2017.

Interest Rate Risk Management

The Company may enter into over-the-counter interest rate forward contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt or to manage the Company’s level of fixed and floating rate debt. These interest rate forward contracts generally have durations of less than 12 months. The interest rate contracts are measured at fair value using information quoted by U.S. government bond dealers.

As of December 31, 2017 and June 30, 2017, the Company had no outstanding interest rate forward contracts.
Commodity, Foreign Exchange and Interest Rate Derivatives

The Company designates its commodity forward and future contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory, and interest rate forward contracts for forecasted interest payments as cash flow hedges.

The effects of derivative instruments designated as hedging instruments on Other comprehensive income (loss) and Net earnings were as follows:

 
Gains (losses) recognized in Other comprehensive income
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Commodity purchase derivative contracts
$
1

 
$
1

 
$
3

 
$
1

Foreign exchange derivative contracts
1

 
1

 

 
1

Interest rate derivative contracts

 

 
2

 

Total
$
2

 
$
2

 
$
5

 
$
2



 
Gains (losses) reclassified from Accumulated other comprehensive net (losses) income and recognized in Net earnings
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Commodity purchase derivative contracts
$

 
$

 
$

 
$
(1
)
Foreign exchange derivative contracts

 
(2
)
 
(1
)
 
(3
)
Interest rate derivative contracts
(2
)
 
(1
)
 
(4
)
 
(3
)
Total
$
(2
)
 
$
(3
)
 
$
(5
)
 
$
(7
)


The gains (losses) reclassified from Accumulated other comprehensive net (losses) income and recognized in Net earnings during the three and six months ended December 31, 2017 and 2016, for commodity purchase and foreign exchange contracts were included in Cost of products sold, and for interest rate contracts were included in Interest expense.

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (losses) income as of December 31, 2017, which is expected to be reclassified into Net earnings within the next twelve months is $(4). Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in Net earnings. During the three and six months ended December 31, 2017 and 2016, hedge ineffectiveness was not significant.

Counterparty Risk Management and Derivative Contract Requirements

The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instrument exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments held as of December 31, 2017 and June 30, 2017, $0 and $1, respectively, contained such terms. As of December 31, 2017 and June 30, 2017, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.

Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both December 31, 2017 and June 30, 2017, the Company and each of its counterparties had been assigned investment grade credit ratings by both Standard & Poor’s and Moody’s.

Certain of the Company’s exchange-traded futures contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of December 31, 2017 and June 30, 2017, the Company maintained cash margin balances related to exchange-traded futures contracts of $0 and $1, respectively, which are classified as Prepaid expenses and other current assets in the condensed consolidated balance sheets.

Trust Assets

The Company has held interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore, trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.

Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

As of December 31, 2017 and June 30, 2017, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:
 
 
 
 
 
12/31/2017
 
6/30/2017
 
Balance sheet
classification
 
Fair value
hierarchy
level
 
Carrying
Amount
 
Estimated
Fair
Value
 
Carrying
Amount
 
Estimated
Fair
Value
Assets
 
 
 
 
 
 
 
 
 
 
 
Investments including money market funds
Cash and cash
equivalents
(a)
 
1
 
$
240

 
$
240

 
$
221

 
$
221

Time deposits
Cash and cash
equivalents
(a)
 
2
 
149

 
149

 
115

 
115

Commodity purchase swaps contracts
Prepaid expenses and other current assets
 
2
 
2

 
2

 
1

 
1

Commodity purchase swaps contracts
Other assets
 
2
 
1

 
1

 

 

Trust assets for nonqualified deferred compensation plans
Other assets
 
1
 
84

 
84

 
72

 
72

 
 
 
 
 
$
476

 
$
476

 
$
409

 
$
409

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Notes and loans payable
Notes and loans payable (b)
 
2
 
$
495

 
$
495

 
$
404

 
$
404

Commodity purchase swaps contracts
Accounts payable and
accrued liabilities
 
2
 

 

 
1

 
1

Foreign exchange forward contracts
Accounts payable and
accrued liabilities
 
2
 
1

 
1

 
1

 
1

Current maturities of long-term debt
and Long-term debt
Current maturities of long-
term debt and Long-term
debt
(c)
 
2
 
1,788

 
1,843

 
1,791

 
1,855

 
 
 
 
 
$
2,284

 
$
2,339

 
$
2,197

 
$
2,261

____________________

(a)
Cash and cash equivalents are composed of time deposits and other interest bearing investments including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(b)
Notes and loans payable is composed of U.S. commercial paper and/or other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which approximates fair value.
(c)
Current maturities of long-term debt and Long-term debt are recorded at cost. The fair value of Long-term debt, including current maturities, was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
DEBT
DEBT
DEBT

In September 2017, the Company issued $400 of senior notes with an annual fixed interest rate of 3.10% and a maturity date of October 1, 2027 under its existing shelf registration statement filed with the SEC. Interest on the notes is payable semi-annually in April and October. Additionally, the Company entered into, and subsequently terminated, interest rate forward contracts with a notional amount of $200 related to the issuance, which resulted in an insignificant gain to Accumulated other comprehensive net (losses) income. The notes carry an effective interest rate of 3.13%, which includes the impact of amortizing debt issuance costs and the gain on the interest rate forward contracts over the life of the notes. The notes rank equally with all of the Company's existing senior indebtedness.

The proceeds from the debt issuance were used to repay commercial paper in September 2017. In October 2017, the Company used commercial paper borrowings to repay its $400 senior notes with an annual fixed interest rate of 5.95%.
OTHER LIABILITIES
OTHER LIABILITIES
OTHER LIABILITIES
Other liabilities consisted of the following:
 
12/31/2017
 
6/30/2017
Venture agreement terminal obligation, net
$
327

 
$
317

Employee benefit obligations
307

 
298

Taxes
47

 
42

Other
110

 
113

Total
$
791

 
$
770


Venture Agreement
The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad® bags, wraps and containers business. In connection with this agreement, P&G provides research and development (R&D) support to the Glad® business. As of December 31, 2017 and June 30, 2017, P&G had a 20% interest in the venture. The Company pays a royalty to P&G for its interest in the profits, losses and cash flows, as contractually defined, of the Glad® business, which is included in Cost of products sold. In December 2017, the Company and P&G extended the term of the agreement and the related R&D support provided by P&G. The term will now expire in January 2026, unless the parties agree, on or prior to January 31, 2025, to further extend the term of the agreement for another seven years or agree to take some other relevant action. The agreement can be terminated under certain circumstances, including at P&G’s option upon a change in control of the Company or, at either party’s option, upon the sale of the Glad® business by the Company.

Upon termination of the agreement, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. As of December 31, 2017 and June 30, 2017, the estimated fair value of P&G’s interest was $630 and $458, respectively, of which $327 and $317, respectively, has been recognized and is reflected in Other liabilities as noted in the table above. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. Following termination, the Glad® business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
INCOME TAXES
INCOME TAXES
INCOME TAXES
In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings from continuing operations was (3.1)% and 15.9% for the three and six months ended December 31, 2017, respectively, and 34.1% and 33.0% for the three and six months ended December 31, 2016, respectively. The decrease in the effective tax rate on earnings from continuing operations for the current three and six month periods was primarily due to the enactment of The Tax Cuts and Jobs Act (the Tax Act) during the quarter.

The Tax Act was signed into law by the President of the United States on December 22, 2017. The Tax Act makes significant changes to U.S. tax law, and includes a reduction of U.S. corporation statutory income tax rates from 35% to 21% effective January 1, 2018. Under the Tax Act, the Company is subject to an average federal statutory tax rate of 28.1% for its fiscal year ending June 30, 2018. The Company’s federal statutory tax rate will be 21.0% beginning in July 2018 for the fiscal year ending June 30, 2019. The Tax Act also includes, among other things, a one-time transition tax on accumulated foreign earnings and the adoption of a modified territorial approach to the taxation of future foreign earnings.

Under U.S. GAAP, deferred taxes must be adjusted for enacted changes in tax laws or rates during the period in which new tax legislation is enacted. As of December 31, 2017, the Company did not have adequate time to thoroughly obtain, prepare and analyze information necessary to finalize the accounting for the impacts of the Tax Act. Consequently, reasonable estimates of the impact of the Tax Act on the Company’s deferred tax balances and one-time transition tax have been reported as provisional, as defined in Staff Accounting Bulletin No. 118.

Based on the provisions of the Tax Act, the Company provisionally remeasured its net deferred tax liabilities to incorporate the future lower corporate tax rate resulting in a $33 reduction to net deferred tax liabilities. In addition, remeasurements specifically related to the reversal of deferred tax liabilities for U.S. tax on foreign unremitted earnings, related deferred foreign tax credits and related unrealized foreign exchange gains and losses, reduced the Company’s net deferred tax liability by a provisional amount of $27. These reductions in the net deferred tax liabilities were recognized as a benefit in the Company’s provision for income taxes in the three and six months ended December 31, 2017. The Company is continuing to analyze certain aspects of the Tax Act and is refining its calculations which could potentially affect the measurements of these balances or potentially give rise to new deferred tax amounts. The total provisional amounts related to the remeasurement of the Company’s deferred tax balances resulted in a $60 beneficial impact.

A provisional, one-time transition tax expense on accumulated foreign earnings, net of applicable foreign tax credits, of $7 was recognized in the Company’s provision for income taxes in the three and six months ended December 31, 2017. This amount may change as the Company continues to finalize the calculation of post-1986 foreign earnings and profits previously deferred from U.S. federal taxation and the amounts held in cash or other specified assets. This amount may also change as new guidance and clarifications are issued by the Internal Revenue Service. The Company anticipates that it will be able to utilize existing foreign tax credit carryforwards to fully offset its one-time transition tax liability.

The impact of the Tax Act in the three and six months ended December 31, 2017 also includes a provisional $28 benefit related to current year taxable income. Taken together, the beneficial impact of the Tax Act totaled $81 for the three and six months ended December 31, 2017 and was due to several provisional adjustments including net deferred tax liability reductions of $60, a beneficial current taxable income impact of $28 and a provisional one-time transition tax of $7.
NET EARNINGS PER SHARE (EPS)
NET EARNINGS PER SHARE (EPS)
NET EARNINGS PER SHARE (EPS)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Basic
129,359
 
128,497

 
129,189
 
128,973

Dilutive effect of stock options and other
2,296
 
2,278

 
2,370
 
2,433
Diluted
131,655
 
130,775

 
131,559
 
131,406

 
 
 
 
 
 
 
 
Antidilutive stock options and other
1,223
 
1,335

 
1,223
 
39



The Company has two share repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $750, all of which was available from share repurchases as of December 31, 2017, and a program to offset the anticipated impact of share dilution related to share-based awards (the Evergreen Program), which has no authorization limit as to amount or timing of repurchases. There were no share repurchases under the open-market purchase program during either of the three and six months ended December 31, 2017 and 2016.

Share repurchases under the Evergreen Program were as follows during the three and six months ended December 31:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
Evergreen Program
$
3

 
26

 
$
70

 
572

 
$
63

 
476

 
$
183

 
1,455

COMPREHENSIVE INCOME
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME
The following table provides a summary of Comprehensive income for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Earnings from continuing operations
$
233

 
$
150

 
$
425

 
$
329

Earnings (losses) from discontinued operations, net of tax

 
(1
)
 

 
(1
)
Net earnings
233

 
149

 
425

 
328

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(4
)
 
(17
)
 
10

 
(18
)
Net unrealized gains (losses) on derivatives
3

 
4

 
8

 
7

Pension and postretirement benefit adjustments
1

 
1

 
1

 
2

Total other comprehensive income (loss), net of tax

 
(12
)
 
19

 
(9
)
Comprehensive income
$
233

 
$
137

 
$
444

 
$
319


Changes in Accumulated other comprehensive net (losses) income by component were as follows for the six months ended December 31:
 
Foreign currency translation adjustments
 
Net unrealized gains (losses) on derivatives
 
Pension and postretirement benefit adjustments
 
Accumulated other comprehensive (losses) income
Balance as of June 30, 2016
$
(353
)
 
$
(44
)
 
$
(173
)
 
$
(570
)
Other comprehensive income (loss) before reclassifications
(20
)
 
2

 

 
(18
)
Amounts reclassified from Accumulated other comprehensive net losses

 
7

 
4

 
11

Income tax benefit (expense)
2

 
(2
)
 
(2
)
 
(2
)
Net current period other comprehensive income (loss)
(18
)
 
7

 
2

 
(9
)
Balance as of December 31, 2016
$
(371
)
 
$
(37
)
 
$
(171
)
 
$
(579
)
Balance as of June 30, 2017
$
(356
)
 
$
(37
)
 
$
(150
)
 
$
(543
)
Other comprehensive income (loss) before reclassifications
13

 
5

 

 
18

Amounts reclassified from Accumulated other comprehensive net losses

 
5

 
3

 
8

Income tax benefit (expense)
(3
)
 
(2
)
 
(2
)
 
(7
)
Net current period other comprehensive income (loss)
10

 
8

 
1

 
19

Balance as of December 31, 2017
$
(346
)
 
$
(29
)
 
$
(149
)
 
$
(524
)

Included in foreign currency translation adjustments are re-measurement losses on long-term intercompany loans where settlement is not planned or anticipated in the foreseeable future. For the three and six months ended December 31, 2017, Other comprehensive income (loss) on these loans totaled $(3) and $(4), respectively. For the three and six months ended December 31, 2016, Other comprehensive income (loss) on these loans totaled $(3). There were no amounts reclassified from Accumulated other comprehensive net (losses) income for the periods presented.
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS
The following table summarizes the components of net periodic benefit cost for the Company’s retirement income plans:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Service cost
$

 
$

 
$

 
$

Interest cost
5

 
6

 
11

 
11

Expected return on plan assets (1)
(4
)
 
(5
)
 
(9
)
 
(10
)
Amortization of unrecognized items
2

 
3

 
5

 
6

Total
$
3

 
$
4

 
$
7

 
$
7

(1) The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2018 net periodic benefit cost is 4.42%.
During the three and six months ended December 31, 2017, the Company made $2 and $4 in contributions to the domestic retirement income plans, respectively. For the three and six months ended December 31, 2016, the Company made $2 and $19 in contributions to the domestic retirement income plans, respectively.
OTHER CONTINGENCIES AND GUARANTEES
OTHER CONTINGENCIES AND GUARANTEES
OTHER CONTINGENCIES AND GUARANTEES
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $28 as of December 31, 2017 and June 30, 2017, for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $14 of the recorded liability as of December 31, 2017 and June 30, 2017, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing the site and included estimates of the related costs. As a result, the Company recorded in Other (income) expense, net an undiscounted liability for costs estimated to be incurred over a 30-year period, based on the option recommended in the Feasibility Study. However, as a result of ongoing discussions with regulators, in June 2017 the Company increased its recorded liability to $14, which reflects anticipated costs to implement additional remediation measures at this site. While the Company believes its latest estimate is reasonable, regulators could require the Company to implement one of the other options evaluated in the Feasibility Study, with estimated undiscounted costs of up to $28 over an estimated 30-year period, or require the Company to take other actions and incur costs not included in the study.
Another matter in Dickinson County, Michigan, at the site of one of the Company's former operations for which the Company is jointly and severally liable, accounted for $12 of the recorded liability, as of December 31, 2017 and June 30, 2017. This amount reflects the Company's agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing arrangement with a third party. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time. The Company's estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements, and the future availability of alternative clean-up technologies.
The Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements, product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.
The Company had not recorded any liabilities on the aforementioned guarantees as of December 31, 2017 and June 30, 2017.
As of December 31, 2017, the Company was a party to letters of credit of $9 primarily related to one of its insurance carriers, of which $0 had been drawn upon.
SEGMENT RESULTS
SEGMENT RESULTS
SEGMENT RESULTS
The Company operates through strategic business units that are aggregated into four reportable segments based on the economics and nature of the products sold: Cleaning, Household, Lifestyle and International.
Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, other investments and deferred taxes.
The table below presents reportable segment information and a reconciliation of the segment information to the Company’s consolidated Net sales and Earnings from continuing operations before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate.
 
Net sales
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Cleaning
$
472

 
$
469

 
$
1,031

 
$
1,003

Household
410

 
421

 
851

 
843

Lifestyle
268

 
260

 
514

 
496

International
266

 
256

 
520

 
507

Corporate

 

 

 

Total
$
1,416

 
$
1,406

 
$
2,916

 
$
2,849

 
 
 
 
 
 
 
 
 
Earnings (losses) from continuing operations before income taxes
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Cleaning
$
121

 
$
104

 
$
293

 
$
268

Household
54

 
71

 
127

 
140

Lifestyle
69

 
77

 
133

 
139

International
23

 
28

 
46

 
55

Corporate
(40
)
 
(53
)
 
(93
)
 
(111
)
Total
$
227

 
$
227

 
$
506

 
$
491



All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.
Net sales to the Company’s largest customer, Wal-Mart Stores, Inc. and its affiliates, as a percentage of consolidated net sales, were 26% for each of the three and six months ended December 31, 2017 and 2016.
In August 2017, the Company sold the Aplicare business, previously reported in the Cleaning reportable segment. For the fiscal year ended June 30, 2017, the Aplicare business had net sales of $46 and insignificant net earnings excluding the $21 non-cash impairment charge recorded in December 2016.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
Basis of Presentation

The unaudited interim condensed consolidated financial statements for the three and six months ended December 31, 2017 and 2016, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its subsidiaries (the Company) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2017, which includes a complete set of footnote disclosures including the Company’s significant accounting policies.
Recently Issued Accounting Standards

Recently Issued Accounting Standards not yet adopted

In August 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” which amends the hedge accounting recognition and presentation requirements to better align an entity’s risk management activities with its financial reporting. This standard also simplifies the application of hedge accounting in certain situations. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In March 2017, the FASB issued ASU No. 2017-07, “Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” which requires the presentation of the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. This standard also requires that other components of the net periodic benefit cost be presented separately from the line item(s) that includes service costs and outside of any subtotal of operating income, if one is presented, on a retrospective basis. Additionally, the new guidance limits the components that are eligible for capitalization in assets to only the service cost component. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2019. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation will depend on the classification of a lease as either a finance or an operating lease. ASU 2016-02 also requires expanded disclosures about leasing arrangements. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which replaces most of the existing U.S. GAAP revenue recognition guidance and is intended to improve and converge with international standards on the financial reporting requirements for revenue from contracts with customers. The core principle of ASU 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASU 2014-09 also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers, including information about significant judgments and changes in judgments. The new guidance is effective for the Company beginning in the first quarter of fiscal year 2019, and is expected to be applied on a modified retrospective basis.

Based on the Company's preliminary assessment, the adoption of the standard is not expected to have a significant impact on its annual consolidated financial statements; however, there may be an impact on the Company's financial results in interim periods due to the timing of recognition for certain trade promotion spending. As the Company completes its overall assessment, it is also identifying potential changes to its accounting policies, business processes, systems and controls to align with the new revenue recognition guidance and disclosure requirements.
Fair Value Measurements

Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

As of December 31, 2017 and June 30, 2017, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.
The Company operates through strategic business units that are aggregated into four reportable segments based on the economics and nature of the products sold: Cleaning, Household, Lifestyle and International.
Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, other investments and deferred taxes.
INVENTORIES, NET (Tables)
Schedule of Inventories, Net
Inventories, net, consisted of the following as of:
 
12/31/2017
 
6/30/2017
Finished goods
$
399

 
$
363

Raw materials and packaging
115

 
119

Work in process
6

 
3

LIFO allowances
(26
)
 
(26
)
Total
$
494

 
$
459

FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
The effects of derivative instruments designated as hedging instruments on Other comprehensive income (loss) and Net earnings were as follows:

 
Gains (losses) recognized in Other comprehensive income
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Commodity purchase derivative contracts
$
1

 
$
1

 
$
3

 
$
1

Foreign exchange derivative contracts
1

 
1

 

 
1

Interest rate derivative contracts

 

 
2

 

Total
$
2

 
$
2

 
$
5

 
$
2

 
Gains (losses) reclassified from Accumulated other comprehensive net (losses) income and recognized in Net earnings
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Commodity purchase derivative contracts
$

 
$

 
$

 
$
(1
)
Foreign exchange derivative contracts

 
(2
)
 
(1
)
 
(3
)
Interest rate derivative contracts
(2
)
 
(1
)
 
(4
)
 
(3
)
Total
$
(2
)
 
$
(3
)
 
$
(5
)
 
$
(7
)
The following table summarizes the fair value of the Company’s assets and liabilities for which disclosure of fair value is required:
 
 
 
 
 
12/31/2017
 
6/30/2017
 
Balance sheet
classification
 
Fair value
hierarchy
level
 
Carrying
Amount
 
Estimated
Fair
Value
 
Carrying
Amount
 
Estimated
Fair
Value
Assets
 
 
 
 
 
 
 
 
 
 
 
Investments including money market funds
Cash and cash
equivalents
(a)
 
1
 
$
240

 
$
240

 
$
221

 
$
221

Time deposits
Cash and cash
equivalents
(a)
 
2
 
149

 
149

 
115

 
115

Commodity purchase swaps contracts
Prepaid expenses and other current assets
 
2
 
2

 
2

 
1

 
1

Commodity purchase swaps contracts
Other assets
 
2
 
1

 
1

 

 

Trust assets for nonqualified deferred compensation plans
Other assets
 
1
 
84

 
84

 
72

 
72

 
 
 
 
 
$
476

 
$
476

 
$
409

 
$
409

Liabilities
 
 
 
 
 
 
 
 
 
 
 
Notes and loans payable
Notes and loans payable (b)
 
2
 
$
495

 
$
495

 
$
404

 
$
404

Commodity purchase swaps contracts
Accounts payable and
accrued liabilities
 
2
 

 

 
1

 
1

Foreign exchange forward contracts
Accounts payable and
accrued liabilities
 
2
 
1

 
1

 
1

 
1

Current maturities of long-term debt
and Long-term debt
Current maturities of long-
term debt and Long-term
debt
(c)
 
2
 
1,788

 
1,843

 
1,791

 
1,855

 
 
 
 
 
$
2,284

 
$
2,339

 
$
2,197

 
$
2,261

____________________

(a)
Cash and cash equivalents are composed of time deposits and other interest bearing investments including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.
(b)
Notes and loans payable is composed of U.S. commercial paper and/or other similar short-term debt issued by non-U.S. subsidiaries, all of which are recorded at cost, which approximates fair value.
(c)
Current maturities of long-term debt and Long-term debt are recorded at cost. The fair value of Long-term debt, including current maturities, was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.
OTHER LIABILITIES (Tables)
Summary of Other Liabilities
Other liabilities consisted of the following:
 
12/31/2017
 
6/30/2017
Venture agreement terminal obligation, net
$
327

 
$
317

Employee benefit obligations
307

 
298

Taxes
47

 
42

Other
110

 
113

Total
$
791

 
$
770

NET EARNINGS PER SHARE (EPS) (Tables)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Basic
129,359
 
128,497

 
129,189
 
128,973

Dilutive effect of stock options and other
2,296
 
2,278

 
2,370
 
2,433
Diluted
131,655
 
130,775

 
131,559
 
131,406

 
 
 
 
 
 
 
 
Antidilutive stock options and other
1,223
 
1,335

 
1,223
 
39

Share repurchases under the Evergreen Program were as follows during the three and six months ended December 31:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
 
Amount
 
Shares (in 000's)
Evergreen Program
$
3

 
26

 
$
70

 
572

 
$
63

 
476

 
$
183

 
1,455

COMPREHENSIVE INCOME (Tables)
The following table provides a summary of Comprehensive income for the periods indicated:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Earnings from continuing operations
$
233

 
$
150

 
$
425

 
$
329

Earnings (losses) from discontinued operations, net of tax

 
(1
)
 

 
(1
)
Net earnings
233

 
149

 
425

 
328

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(4
)
 
(17
)
 
10

 
(18
)
Net unrealized gains (losses) on derivatives
3

 
4

 
8

 
7

Pension and postretirement benefit adjustments
1

 
1

 
1

 
2

Total other comprehensive income (loss), net of tax

 
(12
)
 
19

 
(9
)
Comprehensive income
$
233

 
$
137

 
$
444

 
$
319

Changes in Accumulated other comprehensive net (losses) income by component were as follows for the six months ended December 31:
 
Foreign currency translation adjustments
 
Net unrealized gains (losses) on derivatives
 
Pension and postretirement benefit adjustments
 
Accumulated other comprehensive (losses) income
Balance as of June 30, 2016
$
(353
)
 
$
(44
)
 
$
(173
)
 
$
(570
)
Other comprehensive income (loss) before reclassifications
(20
)
 
2

 

 
(18
)
Amounts reclassified from Accumulated other comprehensive net losses

 
7

 
4

 
11

Income tax benefit (expense)
2

 
(2
)
 
(2
)
 
(2
)
Net current period other comprehensive income (loss)
(18
)
 
7

 
2

 
(9
)
Balance as of December 31, 2016
$
(371
)
 
$
(37
)
 
$
(171
)
 
$
(579
)
Balance as of June 30, 2017
$
(356
)
 
$
(37
)
 
$
(150
)
 
$
(543
)
Other comprehensive income (loss) before reclassifications
13

 
5

 

 
18

Amounts reclassified from Accumulated other comprehensive net losses

 
5

 
3

 
8

Income tax benefit (expense)
(3
)
 
(2
)
 
(2
)
 
(7
)
Net current period other comprehensive income (loss)
10

 
8

 
1

 
19

Balance as of December 31, 2017
$
(346
)
 
$
(29
)
 
$
(149
)
 
$
(524
)
EMPLOYEE BENEFIT PLANS (Tables)
Schedule of Components of Net Periodic Benefit Cost
The following table summarizes the components of net periodic benefit cost for the Company’s retirement income plans:
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Service cost
$

 
$

 
$

 
$

Interest cost
5

 
6

 
11

 
11

Expected return on plan assets (1)
(4
)
 
(5
)
 
(9
)
 
(10
)
Amortization of unrecognized items
2

 
3

 
5

 
6

Total
$
3

 
$
4

 
$
7

 
$
7

(1) The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2018 net periodic benefit cost is 4.42%.
SEGMENT RESULTS (Tables)
Selected Financial Information Relating to the Company's Segments
The table below presents reportable segment information and a reconciliation of the segment information to the Company’s consolidated Net sales and Earnings from continuing operations before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate.
 
Net sales
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Cleaning
$
472

 
$
469

 
$
1,031

 
$
1,003

Household
410

 
421

 
851

 
843

Lifestyle
268

 
260

 
514

 
496

International
266

 
256

 
520

 
507

Corporate

 

 

 

Total
$
1,416

 
$
1,406

 
$
2,916

 
$
2,849

 
 
 
 
 
 
 
 
 
Earnings (losses) from continuing operations before income taxes
 
Three Months Ended
 
Six Months Ended
 
12/31/2017
 
12/31/2016
 
12/31/2017
 
12/31/2016
Cleaning
$
121

 
$
104

 
$
293

 
$
268

Household
54

 
71

 
127

 
140

Lifestyle
69

 
77

 
133

 
139

International
23

 
28

 
46

 
55

Corporate
(40
)
 
(53
)
 
(93
)
 
(111
)
Total
$
227

 
$
227

 
$
506

 
$
491

DISCONTINUED OPERATIONS (Summary of (Losses) Gains from Discontinued Operations) (Details) (Clorox Venezuela [Member], USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended 39 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Sep. 30, 2014
Clorox Venezuela [Member]
 
 
 
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Minimum percentage of products required to be sold at frozen price
 
 
 
 
66.67% 
Net sales
$ 0 
$ 0 
$ 0 
$ 0 
 
INVENTORIES, NET (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2017
Jun. 30, 2017
Inventory Disclosure [Abstract]
 
 
Finished goods
$ 399 
$ 363 
Raw materials and packaging
115 
119 
Work in process
LIFO allowances
(26)
(26)
Total
$ 494 
$ 459 
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended 6 Months Ended
Dec. 31, 2017
instrument
Jun. 30, 2017
instrument
Sep. 30, 2017
Interest Rate Contract [Member]
Dec. 31, 2017
Total Commodity Purchase Derivative Contracts [Member]
Jun. 30, 2017
Total Commodity Purchase Derivative Contracts [Member]
Dec. 31, 2017
Jet Fuel Swaps [Member]
Jun. 30, 2017
Jet Fuel Swaps [Member]
Dec. 31, 2017
Soybean Oil Futures [Member]
Jun. 30, 2017
Soybean Oil Futures [Member]
Dec. 31, 2017
Purchases of Inventory [Member]
Foreign Exchange Contract [Member]
Jun. 30, 2017
Purchases of Inventory [Member]
Foreign Exchange Contract [Member]
Derivative [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Maximum duration, commodity contracts
 
 
 
2 years 
 
 
 
 
 
 
 
Notional amounts
 
 
$ 200 
$ 21 
$ 26 
$ 11 
$ 14 
$ 10 
$ 12 
$ 35 
$ 49 
Maximum duration, foreign exchange contracts
2 years 
 
 
 
 
 
 
 
 
 
 
Number of interest rate derivatives held
 
 
 
 
 
 
 
 
 
Estimated amount of the existing net gain (loss) to be reclassified into earnings in the next 12 months
(4)
 
 
 
 
 
 
 
 
 
 
Derivative instruments subject to contractually defined counterparty liability position limits
 
 
 
 
 
 
 
 
 
Cash margin balances amount
 
 
 
$ 0 
$ 1 
 
 
 
 
 
 
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of the Effects of Derivative Instruments Designated as Hedging Instruments) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2017
Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Gains (losses) recognized in Other comprehensive income
$ 2 
$ 2 
$ 5 
$ 2 
Gains (losses) reclassified from Accumulated other comprehensive net loss and recognized in Net earnings
(2)
(3)
(5)
(7)
Commodity Contract [Member]
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Gains (losses) recognized in Other comprehensive income
Gains (losses) reclassified from Accumulated other comprehensive net loss and recognized in Net earnings
(1)
Interest Rate Contract [Member]
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Gains (losses) recognized in Other comprehensive income
Gains (losses) reclassified from Accumulated other comprehensive net loss and recognized in Net earnings
(2)
(1)
(3)
Foreign Exchange Contract [Member]
 
 
 
 
Derivative Instruments, Gain (Loss) [Line Items]
 
 
 
 
Gains (losses) recognized in Other comprehensive income
Gains (losses) reclassified from Accumulated other comprehensive net loss and recognized in Net earnings
$ (2)
$ (1)
$ (4)
$ (3)
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Assets and Liabilities for Fair Value Disclosure) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2017
Jun. 30, 2017
Dec. 31, 2016
Jun. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Cash and cash equivalents
$ 489 
$ 418 
$ 414 
$ 401 
Other assets
221 
210 
 
 
Total assets
4,758 
4,573 
 
 
Notes and loans payable
495 
404 
 
 
Accounts payable and accrued liabilities
885 
1,005 
 
 
Total liabilities
3,998 
4,031 
 
 
Reported Value Measurement [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Total assets
476 
409 
 
 
Total liabilities
2,284 
2,197 
 
 
Estimate of Fair Value Measurement [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Total assets
476 
409 
 
 
Total liabilities
2,339 
2,261 
 
 
Cash and Cash Equivalents [Member] |
Fair Value, Inputs, Level 1 [Member] |
Reported Value Measurement [Member] |
Money Market Funds [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Cash and cash equivalents
240 
221 
 
 
Cash and Cash Equivalents [Member] |
Fair Value, Inputs, Level 1 [Member] |
Estimate of Fair Value Measurement [Member] |
Money Market Funds [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Cash and cash equivalents
240 
221 
 
 
Cash and Cash Equivalents [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Bank Time Deposits [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Cash and cash equivalents
149 
115 
 
 
Cash and Cash Equivalents [Member] |
Fair Value, Inputs, Level 2 [Member] |
Estimate of Fair Value Measurement [Member] |
Bank Time Deposits [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Cash and cash equivalents
149 
115 
 
 
Other Current Assets [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Other current assets
 
 
Other Current Assets [Member] |
Fair Value, Inputs, Level 2 [Member] |
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Derivative assets
 
 
Other Assets [Member] |
Fair Value, Inputs, Level 1 [Member] |
Reported Value Measurement [Member] |
Trust Assets for nonqualified deferred compensation plans [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Trust assets for nonqualified deferred compensation plans
84 
72 
 
 
Other Assets [Member] |
Fair Value, Inputs, Level 1 [Member] |
Estimate of Fair Value Measurement [Member] |
Trust Assets for nonqualified deferred compensation plans [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Trust assets for nonqualified deferred compensation plans
84 
72 
 
 
Other Assets [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Other assets
 
 
Other Assets [Member] |
Fair Value, Inputs, Level 2 [Member] |
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Derivative assets
 
 
Notes and Loans Payable [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Notes and loans payable [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Notes and loans payable
495 
404 
 
 
Notes and Loans Payable [Member] |
Fair Value, Inputs, Level 2 [Member] |
Estimate of Fair Value Measurement [Member] |
Notes and loans payable [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Notes and loans payable
495 
404 
 
 
Accounts Payable and Accrued Liabilities [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Accounts payable and accrued liabilities
 
 
Accounts Payable and Accrued Liabilities [Member] |
Fair Value, Inputs, Level 2 [Member] |
Reported Value Measurement [Member] |
Foreign Exchange Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Accounts payable and accrued liabilities
 
 
Accounts Payable and Accrued Liabilities [Member] |
Fair Value, Inputs, Level 2 [Member] |
Estimate of Fair Value Measurement [Member] |
Commodity Contract [Member]
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
Derivative liabilities