CLOROX CO /DE/, 10-K filed on 8/10/2021
Annual Report
v3.21.2
Cover Page - USD ($)
$ in Billions
12 Months Ended
Jun. 30, 2021
Jul. 28, 2021
Dec. 31, 2020
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --06-30    
Document Period End Date Jun. 30, 2021    
Document Transition Report false    
Entity File Number 1-07151    
Entity Registrant Name THE CLOROX COMPANY    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 31-0595760    
Entity Address, Address Line One 1221 Broadway    
Entity Address, City or Town Oakland    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94612-1888    
City Area Code (510)    
Local Phone Number 271-7000    
Title of 12(b) Security Common Stock – $1.00 par value    
Trading Symbol CLX    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 25.3
Entity Common Stock, Shares Outstanding   122,813,075  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days after June 30, 2021, are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K    
Amendment Flag false    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
Entity Central Index Key 0000021076    
v3.21.2
CONSOLIDATED STATEMENT OF EARNINGS - USD ($)
shares in Thousands, $ in Millions
12 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]      
Net sales $ 7,341 $ 6,721 $ 6,214
Cost of products sold 4,142 3,658 3,486
Gross profit 3,199 3,063 2,728
Selling and administrative expenses 1,004 969 856
Advertising costs 790 675 612
Research and development costs 149 145 136
Goodwill, trademark and other asset impairments 329 0 0
Interest expense 99 99 97
Other (income) expense, net (72) (10) 3
Earnings before income taxes 900 1,185 1,024
Income taxes 181 246 204
Net earnings 719 939 820
Less: Net earnings attributable to noncontrolling interests 9 0 0
Net earnings (losses) attributable to Clorox $ 710 $ 939 $ 820
Net earnings per share attributable to Clorox      
Basic net earnings per share (in dollars per share) $ 5.66 $ 7.46 $ 6.42
Diluted net earnings per share (in dollars per share) $ 5.58 $ 7.36 $ 6.32
Weighted average shares outstanding (in thousands)      
Basic (in shares) 125,570 125,828 127,734
Diluted (in shares) 127,299 127,671 129,792
v3.21.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Millions
12 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Statement of Comprehensive Income [Abstract]      
Net earnings $ 719 $ 939 $ 820
Other comprehensive (loss) income:      
Foreign currency adjustments, net of tax 47 (36) (22)
Net unrealized gains (losses) on derivatives, net of tax 39 5 2
Pension and postretirement benefit adjustments, net of tax 8 (7) 4
Total other comprehensive (loss) income, net of tax 94 (38) (16)
Comprehensive income 813 901 804
Less: Total comprehensive income attributable to noncontrolling interests 9 0 0
Total comprehensive income attributable to Clorox $ 804 $ 901 $ 804
v3.21.2
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Millions
Jun. 30, 2021
Jun. 30, 2020
Current assets    
Cash and cash equivalents $ 319 $ 871
Receivables, net 604 648
Inventories, net 752 454
Prepaid expenses and other current assets 154 47
Total current assets 1,829 2,020
Property, plant and equipment, net 1,302 1,103
Operating lease right-of-use assets 332 291
Goodwill 1,575 1,577
Trademarks, net 693 785
Other intangible assets, net 225 109
Other assets 378 328
Total assets 6,334 6,213
Current liabilities    
Current maturities of long-term debt 300 0
Current operating lease liabilities 81 64
Accounts payable and accrued liabilities 1,675 1,329
Income taxes payable 0 25
Total current liabilities 2,056 1,418
Long-term debt 2,484 2,780
Long-term operating lease liabilities 301 278
Other liabilities 834 767
Deferred income taxes 67 62
Total liabilities 5,742 5,305
Commitments and contingencies
Stockholders’ equity    
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding 0 0
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 and 158,741,461 shares issued as of June 30, 2021 and 2020, respectively; and 122,780,220 and 126,198,606 shares outstanding as of June 30, 2021 and 2020, respectively 131 159
Additional paid-in capital 1,186 1,137
Retained earnings 1,036 3,567
Treasury stock, at cost: 7,961,241 and 32,542,855 shares as of June 30, 2021 and 2020, respectively (1,396) (3,315)
Accumulated other comprehensive net (loss) income (546) (640)
Total Clorox stockholders’ equity 411 908
Noncontrolling interests 181 0
Total stockholders’ equity 592 908
Total liabilities and stockholders’ equity $ 6,334 $ 6,213
v3.21.2
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2021
Jun. 30, 2020
Statement of Financial Position [Abstract]    
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) 0 0
Preferred stock, shares outstanding (in shares) 0 0
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) 130,741,461 158,741,461
Common stock, shares outstanding (in shares) 122,780,220 126,198,606
Treasury stock, shares (in shares) 7,961,241 32,542,855
v3.21.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Millions
Total
Cumulative effect of accounting changes
Common Stock
Additional Paid-in Capital
Retained Earnings
Retained Earnings
Cumulative effect of accounting changes
Treasury Stock
Accumulated Other Comprehensive Net (Loss) Income
Accumulated Other Comprehensive Net (Loss) Income
Cumulative effect of accounting changes
Non-controlling interests
Balance, amount at Jun. 30, 2018 $ 726 $ (3) [1] $ 159 $ 975 $ 2,797 $ 36 [1] $ (2,658) $ (547) $ (39) [1] $ 0
Balance, shares (in shares) at Jun. 30, 2018     158,741       30,759      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net earnings 820       820          
Other comprehensive (loss) income (16)             (16)    
Dividends to Clorox Stockholders (503)       (503)          
Stock-based compensation 43     43            
Other employee stock plan activities 152     28     $ 124      
Other employee stock plan activities (in shares)             2,178      
Treasury stock purchased $ (660)           $ (660)      
Treasury stock purchased (in shares) (4,474)           (4,474)      
Balance, amount at Jun. 30, 2019 $ 559 $ 22 [2] $ 159 1,046 3,150 $ 22 [2] $ (3,194) (602) $ 0 [2] 0
Balance, shares (in shares) at Jun. 30, 2019     158,741       33,055      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Accounting Standards Update [Extensible List] us-gaap:AccountingStandardsUpdate201602Member                  
Net earnings $ 939       939          
Other comprehensive (loss) income (38)             (38)    
Dividends to Clorox Stockholders (544)       (544)          
Stock-based compensation 50     50            
Other employee stock plan activities 162     41     $ 121      
Other employee stock plan activities (in shares)             2,043      
Treasury stock purchased $ (242)           $ (242)      
Treasury stock purchased (in shares) (1,531)           (1,531)      
Balance, amount at Jun. 30, 2020 $ 908   $ 159 1,137 3,567   $ (3,315) (640)   0
Balance, shares (in shares) at Jun. 30, 2020     158,741       32,543      
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net earnings 719       710         9
Other comprehensive (loss) income 94             94    
Dividends to Clorox Stockholders (564)       (564)          
Dividends to noncontrolling interests (26)                 (26)
Business combinations including purchase accounting adjustments 198                 198
Stock-based compensation 50     50            
Other employee stock plan activities 118     (1) (37)   $ 156      
Other employee stock plan activities (in shares)             1,340      
Treasury stock purchased $ (905)           $ (905)      
Treasury stock purchased (in shares) (4,758)           (4,758)      
Treasury stock retirement $ 0   $ (28)   (2,640)   $ 2,668      
Treasury stock retired (in shares)     (28,000)       28,000      
Balance, amount at Jun. 30, 2021 $ 592   $ 131 $ 1,186 $ 1,036   $ (1,396) $ (546)   $ 181
Balance, shares (in shares) at Jun. 30, 2021     130,741       7,961      
[1] As a result of adopting ASU No. 2014-09, “Revenue from Contracts with Customers (ASC 606),” on July 1, 2018, the Company recorded a cumulativeeffect of initially applying the new guidance as an adjustment to the fiscal year 2019 opening balance of Retained earnings.
[2] As a result of adopting ASU No. 2016-02, “Leases (ASC 842),” on July 1, 2019, the Company recorded a cumulative effect of initially applying the newguidance as an adjustment to the fiscal year 2020 opening balance of Retained earnings.
v3.21.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares
3 Months Ended 12 Months Ended
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Sep. 30, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2017
Statement of Stockholders' Equity [Abstract]                          
Dividends per share declared (in dollars per share) $ 1.16 $ 1.11 $ 1.11 $ 1.11 $ 1.11 $ 1.06 $ 1.06 $ 1.06 $ 4.49 $ 4.29 $ 3.94 $ 3.60 $ 3.24
v3.21.2
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Jun. 30, 2021
Sep. 30, 2020
Jun. 30, 2020
Sep. 30, 2019
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2018
Operating activities:                
Net earnings $ 100 $ 417 $ 310 $ 203 $ 719 $ 939 $ 820 $ 823
Adjustments to reconcile net earnings to net cash provided by operations:                
Depreciation and amortization         211 180 180  
Stock-based compensation         50 50 43  
Deferred income taxes         (32) (2) (20)  
Goodwill, trademark and other asset impairments         329 0 0  
Other         10 30 (29)  
Changes in:                
Receivables, net         82 (27) (32)  
Inventories, net         (282) 50 (7)  
Prepaid expenses and other current assets         (30) 2 (6)  
Accounts payable and accrued liabilities         311 291 17  
Operating lease right-of-use assets and liabilities, net         (2) 19 0  
Income taxes payable/prepaid         (90) 14 26  
Net cash provided by operations         1,276 1,546 992  
Investing activities:                
Capital expenditures         (331) (254) (206)  
Businesses acquired, net of cash acquired         (85) 0 0  
Other         (36) 2 10  
Net cash used for investing activities         (452) (252) (196)  
Financing activities:                
Notes and loans payable, net         0 (396) 189  
Long-term debt borrowings, net of issuance costs paid         0 492 0  
Treasury stock purchased         (905) (248) (661)  
Cash dividends paid to Clorox stockholders         (558) (533) (490)  
Cash dividends paid to noncontrolling interests         (31) 0 0  
Issuance of common stock for employee stock plans and other         103 162 147  
Net cash used for financing activities         (1,391) (523) (815)  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash         12 (5) (2)  
Net increase (decrease) in cash, cash equivalents and restricted cash         (555) 766 (21)  
Cash, cash equivalents and restricted cash:                
Beginning of year   $ 879   $ 113 879 113 134  
End of year 324   879   324 879 113 $ 134
Supplemental cash flow information:                
Interest paid         89 89 87  
Income taxes paid, net of refunds         303 241 207  
Non-cash financing activities:                
Cash dividends declared and accrued, but not paid $ 156   $ 140   $ 156 $ 140 $ 133  
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
The Company is principally engaged in the production, marketing and sale of consumer products through mass retailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, drug, pet and military stores, third-party and owned e-commerce channels, and distributors. The consolidated financial statements include the statements of the Company and its wholly owned and controlled subsidiaries. All significant intercompany transactions and accounts were eliminated in consolidation.
Use of Estimates
The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to reach opinions as to estimates and assumptions that affect reported amounts and related disclosures. Specific areas requiring the application of management’s estimates and judgments include, among others, assumptions pertaining to accruals for consumer and trade-promotion programs, stock-based compensation, retirement income plans, future cash flows associated with impairment testing of goodwill and other long-lived assets and the valuation of the venture agreement terminal obligation, the valuation of assets acquired and liabilities assumed in connection with a business combination, the credit worthiness of customers, uncertain tax positions, tax valuation allowances and legal, environmental and insurance matters. Actual results could materially differ from estimates and assumptions made.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid interest-bearing accounts, time deposits held by financial institutions and money market funds with an initial maturity at purchase of 90 days or less. The fair value of cash and cash equivalents approximates the carrying amount.
The Company’s cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company’s foreign subsidiaries could result in additional withholding tax costs in certain foreign jurisdictions. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company’s cash balance is held in U.S. dollars by foreign subsidiaries whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries’ books in their functional currency, and the impact on such balances from foreign currency exchange rate differences is recorded in Other (income) expense, net.
As of June 30, 2021, 2020, 2019, and 2018, the Company had $5, $8, $2 and $3 of restricted cash, respectively, which was included in Prepaid expenses and other current assets and Other assets. The restricted cash as of June 30, 2021 was primarily related to funds held in an escrow account with limitations on usage and cash margin deposits held for exchange-traded futures contracts.
Inventories
The Company values its inventories using both the First-In, First-Out (FIFO) and the Last-In, First-Out (LIFO) methods. The FIFO inventory is stated at the lower of cost or net realizable value, which includes any costs to sell or dispose. In addition, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. The LIFO inventory is stated at the lower of cost or market.
Property, Plant and Equipment and Finite-Lived Intangible Assets
Property, plant and equipment and finite-lived intangible assets are stated at cost. Depreciation and amortization expense are primarily calculated by the straight-line method using the estimated useful lives or lives determined by reference to the related lease contract in the case of leasehold improvements. The table below provides estimated useful lives of property, plant and equipment by asset classification.
Estimated
Useful Lives
Buildings and leasehold improvements
7 - 40 years
Land improvements
10 - 30 years
Machinery and equipment
3 - 15 years
Computer equipment
3 - 5 years
Capitalized software costs
3 - 7 years

Finite-lived intangible assets are amortized over their estimated useful lives, which range from 1 to 30 years.

Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be fully recoverable. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset (or asset group) exceeds the estimated future undiscounted cash flows generated by the asset (or asset group). When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset (or asset group) and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition.
Capitalization of Software Costs
The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants, interest and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software’s estimated useful life. Capitalized internal use software is included in Property, plant and equipment. Capitalized software as a service is included in Prepaid expenses and other current assets or Other assets and is amortized using the straight-line method over the term of the hosting arrangement which is typically no greater than 6 years.
Business Combinations
The Company records acquired businesses within the consolidated financial statements using the acquisition method prospectively from the acquisition date. Under the acquisition method, once control is obtained, assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values on the acquisition date. The Company’s estimates of fair value are inherently uncertain and subject to refinement. The excess of the total of the purchase consideration, fair value of the noncontrolling interest, and fair value of the previously held equity interest over the identifiable assets acquired and liabilities assumed is recorded as goodwill. Measurement period adjustments to the fair values of the identifiable assets acquired and liabilities assumed with the corresponding offset to goodwill, if applicable, are applied in the reporting period in which the adjustment amounts are determined based on new information obtained during the measurement period. In the event of a step acquisition, the Company records a gain or loss in Other income (expense), net on the consolidated statement of earnings as a result of remeasuring a previously held equity interest to fair value on the acquisition date. Transaction expenses are recognized separately from the business combination and are expensed as incurred.
Impairment Review of Goodwill and Indefinite-Lived Intangible Assets
The Company tests its goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets annually for impairment in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.
With respect to goodwill, the Company has the option to first assess qualitative factors, such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over carrying value from a previous period’s impairment testing, other reporting unit specific operating results, micro and macroeconomic factors as well as new events and circumstances impacting the operations at the reporting unit level. Reporting units for goodwill impairment testing purposes were its individual strategic
business units (SBUs). If the result of a qualitative test indicates a potential for impairment of a reporting unit, a quantitative test is performed. In the quantitative test, the Company compares the estimated fair value of the reporting unit to its carrying value. If the estimated fair value of any reporting unit is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reporting unit.

To determine the fair value of a reporting unit as part of its quantitative test, the Company uses the discounted cash flow (DCF) method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, inflation and a terminal growth rate. Changes in such estimates or the application of alternative assumptions could produce different results.

For trademarks and other intangible assets with indefinite lives, the Company has the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a previous period’s impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative test indicates that it is more likely than not that the asset is impaired, a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. The Company uses the DCF method under the relief from royalty income approach to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.

Leases

The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and initial direct costs incurred by the Company and excludes any lease incentives received from the lessor. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include an option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease, and is reviewed in subsequent periods if a triggering event occurs. As the Company’s leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Variable lease payments are the portion of lease payments that are not fixed over the lease term. Variable lease payments are expensed as incurred, and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges included in the lease, as applicable. The Company elected to combine lease and non-lease components as a single lease component and to exclude short-term leases, defined as leases with an initial term of 12 months or less, from its consolidated balance sheet.

As of July 1, 2019, the Company adopted Accounting Standards Codification 842, Leases (ASC 842). As allowed under the standard, the Company elected to apply the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs.
Stock-based Compensation
The Company grants various nonqualified stock-based compensation awards to eligible employees, including stock options, restricted stock awards and performance shares.
For stock options, the Company estimates the fair value of each award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The Company estimates stock option forfeitures based on historical data for each employee grouping. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated
forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the vesting period, adjusted for estimated forfeitures.
For restricted stock awards, the fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. Forfeitures are estimated based on historical data. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the vesting period, adjusted for estimated forfeitures.
The Company’s performance shares provide for the issuance of common stock to certain managerial staff and executive management if the Company achieves specified performance targets. The number of shares issued is dependent upon the achievement of specified performance targets. The performance period is three years and the payout determination is made at the end of the three-year performance period. Performance shares receive dividends earned during the vesting period upon vesting. The fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. The total amount of compensation expense recognized reflects estimated forfeiture rates and management’s assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals.
Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for stock-based payment arrangements (excess tax benefits) are classified as operating cash inflows.
Employee Benefits
The Company accounts for its retirement income and retirement health care plans using actuarial methods. These methods use an attribution approach that generally spreads “plan events” over the service lives or expected lifetime (for frozen plans) of plan participants. Examples of plan events are plan amendments and changes in actuarial assumptions such as the expected return on plan assets, discount rate, rate of compensation increase and certain employee-related factors, such as retirement age and mortality. The principle underlying the attribution approach is that employees render service over their employment period on a relatively “smooth” basis and, therefore, the statement of earnings effects of retirement income and retirement health care plans are recognized in the same pattern. One of the principal assumptions used in the net periodic benefit cost calculation is the expected return on plan assets. The expected return on plan assets may result in recognized expense or income that differs from the actual returns of those plan assets in any given year. Over time, however, the goal is for the expected long-term returns to approximate the actual returns and, therefore, the expectation is that the pattern of income and expense recognition should closely match the pattern of the services provided by the participants. The Company uses a market-related value method for calculating plan assets for purposes of determining the amortization of actuarial gains and losses. The differences between actual and expected returns are recognized in the net periodic benefit cost calculation over the average remaining service period or expected lifetime (for frozen plans) of the plan participants using the corridor approach. Under this approach, only actuarial gains (losses) that exceed 5% of the greater of the projected benefit obligation or the market-related value of assets are amortized to the Company’s net periodic benefit cost. In developing its expected return on plan assets, the Company considers the long-term actual returns relative to the mix of investments that comprise its plan assets and also develops estimates of future investment returns by considering external sources.
The Company recognizes an actuarial-based obligation at the onset of disability for certain benefits provided to individuals after employment, but before retirement, that include medical, dental, vision, life and other benefits.
Environmental Costs
The Company is involved in certain environmental remediation and ongoing compliance activities. Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and based upon a reasonable estimate of the liability. The Company’s accruals reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given the inherent uncertainties in evaluating environmental exposures. The accrual for environmental matters is included in Accounts payable and accrued liabilities and Other liabilities in the Company’s consolidated balance sheets on an undiscounted basis due to uncertainty regarding the timing of future payments.
Revenue Recognition
The Company’s revenue is primarily generated from the sale of finished product to customers. Revenue is recognized at the point in time when performance obligations under the terms of customer contracts are satisfied, which is when ownership, risks and rewards transfer, and can be on the date of shipment or the date of receipt by the customer, depending upon the particular customer arrangement. Shipping and handling activities are accounted for as contract fulfillment costs and included within Cost of products sold. After the completion of the performance obligation, there is an unconditional right to consideration as outlined in the contract. A right is considered unconditional if nothing other than the passage of time is required before payment of that consideration is due. The Company typically collects its customer receivables within two months. All performance obligations under the terms of contracts with customers have an original duration of one year or less.

The Company has trade promotion programs, which primarily include shelf price reductions, in-store merchandising, and consumer coupons. The costs of such activities, defined as variable consideration under ASC 606, “Revenue from Contracts with Customers,” are netted against sales and recorded when the related sales take place. Accruals for trade promotion programs are established based on the Company’s best estimate of the amounts necessary to settle existing and future obligations for products sold as of the balance sheet date. Amounts accrued for trade-promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability, and consumer redemption rates.
The Company provides an allowance for doubtful accounts based on its historical experience and ongoing assessment of its customers’ credit risk and aging. Customer receivables are presented net of an allowance for doubtful accounts of $8 and $10 as of June 30, 2021 and 2020, respectively. Receivables, net, include non-customer receivables of $22 and $20 as of June 30, 2021 and 2020, respectively, and related allowance of $14 and $4 as of June 30, 2021 and 2020, respectively.
Cost of Products Sold
Cost of products sold represents the costs directly related to the manufacture and distribution of the Company’s products and primarily includes raw materials, packaging, contract manufacturing fees, shipping and handling, warehousing, package design, depreciation, amortization, direct and indirect labor and operating costs for the Company’s manufacturing and distribution facilities, including salary, benefit costs and incentive compensation, and royalties and other charges related to the Company’s Glad Venture Agreement (See Note 8).
Costs associated with developing and designing new packaging, including design, artwork, films and labeling, are expensed as incurred and included within Cost of products sold.
Selling and Administrative Expenses
Selling and administrative expenses represent costs incurred by the Company in generating revenues and managing the business and include market research, commissions and certain administrative expenses. Administrative expenses include salary, benefits, incentive compensation, professional fees and services and other operating costs (such as software and licensing costs) associated with the Company’s non-manufacturing, non-research and development operations.

Advertising and Research and Development Costs
The Company expenses advertising and research and development costs in the period incurred.
Income Taxes
The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. Management reviews the Company’s deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s income tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.
Per U.S. GAAP, foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion and determined that none of the undistributed earnings of its foreign subsidiaries are indefinitely
reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable.
Foreign Currency Transactions and Translation
Local currencies are the functional currencies for substantially all of the Company’s foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of Other (income) expense, net. In addition, certain assets and liabilities denominated in currencies other than a foreign subsidiary’s functional currency are reported on the subsidiary’s books in its functional currency, with the impact from exchange rate differences recorded in Other (income) expense, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expenses are translated at the respective average monthly exchange rates during the year.
Gains and losses on foreign currency translations are reported as a component of Other comprehensive (loss) income. The income tax effect of currency translation adjustments is recorded as a component of deferred taxes with an offset to Other comprehensive (loss) income where appropriate.
Effective July 1, 2018, under the requirements of U.S. GAAP, Argentina was designated as a highly inflationary economy, since it has experienced cumulative inflation of approximately 100 percent or more over a three-year period. As a result, beginning July 1, 2018, the U.S. dollar replaced the Argentine peso as the functional currency of the Company’s subsidiaries in Argentina (collectively, “Clorox Argentina”). Consequently, gains and losses from non-U.S. dollar denominated monetary assets and liabilities for Clorox Argentina are recognized in Other (income) expense, net in the consolidated statement of earnings.
Derivative Instruments
The Company’s use of derivative instruments, principally swaps, futures and forward contracts, is limited to non-trading purposes and is designed to partially manage exposure to changes in commodity prices, interest rates and foreign currencies. The Company’s contracts are hedges for transactions with notional amounts and periods consistent with the related exposures and do not constitute investments independent of these exposures.
The changes in the fair value (i.e., gains or losses) of a derivative instrument are recorded as either assets or liabilities in the consolidated balance sheets with an offset to Net earnings or Other comprehensive (loss) income depending on whether, for accounting purposes, it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. The criteria used to determine if hedge accounting treatment is appropriate are: (a) formal designation and documentation of the hedging relationship, the risk management objective and hedging strategy at hedge inception; (b) eligibility of hedged items, transactions and corresponding hedging instrument; and (c) effectiveness of the hedging relationship both at inception of the hedge and on an ongoing basis in achieving the hedging objectives. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity forward and future contracts for forecasted purchases of raw materials, interest rate contracts for forecasted interest payments, and foreign currency forward contracts for forecasted purchases of inventory as cash flow hedges. During the fiscal years ended June 30, 2021, 2020 and 2019, the Company had no hedging instruments designated as fair value hedges.
For derivative instruments designated and qualifying as cash flow hedges, gains or losses is reported as a component of Other comprehensive (loss) income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. From time to time, the Company may have contracts not designated as hedges for accounting purposes, for which it recognizes changes in the fair value in the consolidated statement of earnings in the current period. Cash flows from hedging activities are classified as operating activities in the consolidated statements of cash flows.
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2019-12, “Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and clarifies and amends existing guidance to improve consistent application. The standard will be effective for the Company beginning in the first quarter of fiscal year 2022. The amendments that are related to changes in ownership of foreign equity method investments or foreign subsidiaries are to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The amendments that are related to franchise taxes that are partially based on income are to be applied on either a retrospective basis for all periods presented or a modified retrospective basis through a cumulative-
effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. All other amendments under this ASU are to be applied on a prospective basis. The adoption of this new standard is not expected to have a significant impact on the Company's consolidated financial statements.
Recently Adopted Accounting Standards
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 Company adopted this guidance as of July 1, 2020 on a prospective basis, and the adoption did not have a material impact on the Company’s consolidated financial statements at the time of adoption. The impairment identified in the third quarter of fiscal year 2021 was calculated in accordance with this guidance. See Note 5 for further information. The future impact of this new standard will depend on the specific facts and circumstances of future impairments that may occur.
v3.21.2
BUSINESS ACQUIRED
12 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUIRED BUSINESS ACQUIRED
Saudi Joint Venture Acquisition

On July 9, 2020, the Company increased its investment in each of the two entities comprising its joint venture in the Kingdom of Saudi Arabia (Saudi joint venture). The joint venture offers customers in the Gulf region a range of cleaning and disinfecting products. The Company had previously accounted for its 30 percent investment of $27 as of June 30, 2020, under the equity method of accounting. Subsequent to the closing of this transaction, the Company’s total ownership interest in each of the entities increased to 51 percent. The Company has consolidated this joint venture into the Company’s consolidated financial statements from the date of acquisition and reflects operations within the International reportable segment. The equity and income attributable to the other joint venture owners is recorded and presented as noncontrolling interests.

The total purchase consideration of $111 consisted of $100 cash paid, which was sourced from operations, and $11 from the net effective settlement of preexisting arrangements between the Company and the joint venture. The assets and liabilities of the joint venture were recorded at their respective estimated fair value as of the acquisition date using generally accepted accounting principles for business combinations. The excess of the purchase price over the fair value of the net identifiable assets acquired has been allocated to goodwill in the International reportable segment in the amount of $208. The goodwill is primarily attributable to the synergies expected to arise after the acquisition and reflects the value of further growth anticipated in the Gulf region. None of the goodwill is deductible for tax purposes.

As a result of this transaction, the carrying value of the Company’s previously held equity investment was remeasured to fair value, and resulted in an $85 non-recurring, non-cash gain recorded in Other (income) expense, net in the consolidated statement of earnings and adjusted in Other operating activities in the consolidated statement of cash flows for the first quarter of fiscal year 2021. The fair values of the noncontrolling interests and previously held equity interest were determined using the DCF method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the entities’ relative risk.
 
The purchase price allocation was finalized during the second quarter of fiscal year 2021. The following table summarizes the final purchase price allocation for the fair value of the joint venture’s assets acquired and liabilities assumed and the related deferred income taxes as of the acquisition date. The fair value of the assets acquired and liabilities assumed reflects the final insignificant measurement period adjustments related to goodwill, deferred income taxes and income taxes payable. The finite-lived intangibles acquired primarily represent the Company reacquiring previously licensed trademarks and customer relationships. The weighted-average estimated useful life of intangible assets subject to amortization was 9 years.

Joint Venture
Goodwill$208 
Reacquired rights (included in Other intangible assets, net)138 
Property, plant and equipment46 
Customer relationships (included in Other intangible assets, net)10 
Working capital, net (includes cash acquired of $26)
34 
Noncurrent liabilities, net(5)
Deferred income taxes(19)
Total fair value of net assets412 
Less: Fair value of noncontrolling interests(198)
Less: Fair value of previously held equity interest(103)
Total purchase consideration$111 

Included in the Company’s results for fiscal year 2021 was $84 of net sales from the joint venture. Pro forma results reflecting this transaction were not presented because it is not significant to the Company’s consolidated financial results.
v3.21.2
INVENTORIES
12 Months Ended
Jun. 30, 2021
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories consisted of the following as of June 30:
20212020
Finished goods$543 $340 
Raw materials and packaging229 140 
Work in process11 
LIFO allowances(31)(33)
Total$752 $454 
The LIFO method was used to value approximately 34% and 31% of inventories as of June 30, 2021 and 2020, respectively. The carrying values for all other inventories are determined on the FIFO method. The effect on earnings of the liquidation of LIFO layers was insignificant for each of the fiscal years ended June 30, 2021, 2020 and 2019.
v3.21.2
PROPERTY, PLANT AND EQUIPMENT, NET
12 Months Ended
Jun. 30, 2021
Property, Plant and Equipment, Net [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET PROPERTY, PLANT AND EQUIPMENT, NET
The components of property, plant and equipment, net, consisted of the following as of June 30:
20212020
Machinery and equipment$2,105 $1,921 
Buildings707 642 
Capitalized software costs368 368 
Land and improvements148 145 
Construction in progress249 153 
Computer equipment107 98 
Total3,684 3,327 
Less: Accumulated depreciation and amortization(2,382)(2,224)
Property, plant and equipment, net$1,302 $1,103 

Depreciation and amortization expense related to property, plant and equipment, net, was $179, $166 and $165 in fiscal years 2021, 2020 and 2019, respectively, of which $6, $5 and $8 were related to amortization of capitalized software, respectively.
Non-cash capital expenditures were $13, $7 and $2 for fiscal years, 2021, 2020 and 2019, respectively. There were no significant asset retirement obligations recorded and included in Buildings above for both fiscal years 2021 and 2020.
v3.21.2
GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS
12 Months Ended
Jun. 30, 2021
GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS [Abstract]  
GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by reportable segment for the fiscal years ended June 30, 2021 and 2020 were as follows:
Goodwill
Health and WellnessHouseholdLifestyleInternationalTotal
Balance as of June 30, 2019$857 $85 $244 $405 $1,591 
Acquisition— — — — — 
Effect of foreign currency translation— — — (14)(14)
Balance as of June 30, 2020$857 $85 $244 $391 $1,577 
Acquisition— — — 208 208 
Goodwill impairment(228)— — — (228)
Effect of foreign currency translation— — — 18 18 
Balance as of June 30, 2021$629 $85 $244 $617 $1,575 

The changes in the carrying amount of trademarks and other intangible assets for the fiscal years ended June 30 were as follows:
As of June 30, 2021As of June 30, 2020
Gross
carrying
amount
Accumulated
amortization / Impairments
Net carrying
amount
Gross
carrying
amount
Accumulated
amortization / Impairments
Net carrying
amount
Trademarks with indefinite lives (1)
$670 $— $670 $766 $— $766 
Trademarks with finite lives (1)
60 37 23 47 28 19 
Other intangible assets with finite lives593 368 225 424 315 109 
Total$1,323 $405 $918 $1,237 $343 $894 
(1) As of June 30, 2021 reflects changes of the useful lives of certain VMS indefinite-lived intangible assets to finite-lived effective April 1, 2021.
Amortization expense relating to the Company’s intangible assets was $32, $14 and $15 for the years ended June 30, 2021, 2020 and 2019, respectively. Estimated amortization expense for these intangible assets is $31, $29, $28, $27 and $27 for fiscal years 2022, 2023, 2024, 2025 and 2026, respectively.
During fiscal year 2021, as a result of lower than expected actual and projected net sales growth and operating performance for the VMS SBU, a strategic review was initiated by management that resulted in updated financial and operational plans. These events were considered a triggering event requiring interim impairment assessments to be performed on the VMS reporting unit, indefinite-lived trademarks and other assets. Based on the outcome of these assessments, the following pre-tax impairment charges were recorded during fiscal year 2021 within Goodwill, trademark and other asset impairments:
VMS Impairment Charge
Goodwill$228 
Trademarks, net86 
Other intangible assets, net14 
Property, plant and equipment, net
Total$329 

The impairment charges are a result of a higher level of competitive activity than originally assumed, accelerated declines in the channel where the business is over-developed, and higher than anticipated investments to grow the business, which have adversely affected the assumptions used to determine the fair value of the respective assets held by the VMS reporting unit for growth and the estimates of expenses necessary to achieve that growth. These impairment charges are based on the Company’s current estimates regarding the future financial performance of the VMS SBU and macroeconomic factors. In connection with recognizing these impairment charges, the Company recognized tax benefits related to the impairments of $62 due to the partial tax deductibility of these charges.

To determine the fair value of the VMS reporting unit, the Company used the DCF method under the income approach. Under this approach, the Company estimated the future cash flows of the VMS reporting unit and discounted these cash flows at a rate of return that reflects its relative risk. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates, and a terminal growth rate.
To determine the estimated fair values of the VMS related indefinite-lived trademarks, which were included within the Health and Wellness reportable segment, the Company used the income approach. This approach requires significant judgments in determining the royalty rates and the assets’ estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. In addition, the useful lives of the impaired trademarks, with a remaining net carrying value of $13 as of March 31, 2021, were changed from indefinite to finite beginning on April 1, 2021, which reflects the remaining expected useful lives of the trademarks based on the most recent financial and operational plans. The weighted-average estimated useful life of these trademarks is 16 years.

Additionally during fiscal year 2021, an impairment charge of $14 was recorded within Cost of products sold related to other intangible assets with finite lives that were no longer expected to be recoverable due to a pending exit from a Professional Products SBU supplier relationship. The remaining carrying value of these assets was $0 following the impairment charge.

No significant impairments were identified as a result of the Company’s impairment reviews during fiscal year 2020.
v3.21.2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
12 Months Ended
Jun. 30, 2021
Accounts Payable and Accrued Liabilities, Current [Abstract]  
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following as of June 30:
20212020
Accounts payable$930 $575 
Compensation and employee benefit costs219 288 
Trade and sales promotion costs227 164 
Dividends162 146 
Other137 156 
Total$1,675 $1,329 
v3.21.2
DEBT
12 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
DEBT DEBT
Short-term borrowings
Notes and loans payable are borrowings that mature in less than one year, primarily consisting of U.S. commercial paper issued by the Company and borrowings under the Company's revolving credit agreements. Notes and loans payable were $0 and $0 as of June 30, 2021 and 2020, respectively.
The Company had no material outstanding notes and loans payable during the fiscal year ended June 30, 2021. The weighted average interest rates incurred on average outstanding notes and loans payable during the fiscal years ended June 30, 2020 and 2019, including fees associated with the Company’s revolving credit agreements, were 2.49% and 2.98%, respectively.
Long-term borrowings
Long-term debt, carried at face value net of unamortized discounts, premiums and debt issuance costs, included the following as of June 30:
20212020
Senior unsecured notes and debentures:
3.80%, $300 due November 2021
$300 $299 
3.05%, $600 due September 2022
599 599 
3.50%, $500 due December 2024
498 498 
3.10%, $400 due October 2027
398 397 
3.90%, $500 due May 2028
497 496 
1.80%, $500 due May 2030
492 491 
Total2,784 2,780 
Less: Current maturities of long-term debt300 — 
Long-term debt$2,484 $2,780 
In May 2020, the Company issued $500 of senior notes with an annual fixed interest rate of 1.80% and a maturity date of May 15, 2030 and used the proceeds to repay borrowings under the revolving Credit Agreement and for general corporate purposes. Interest on the notes is payable semi-annually in May and November. The notes carry an effective interest rate of 1.96%, which includes the impact of amortizing debt issuance costs and the gain on the related interest rate forward contracts over the life of the notes (See Note 9). The notes rank equally with all of the Company's existing senior indebtedness.
The weighted average interest rates incurred on average outstanding long-term debt during the fiscal years ended June 30, 2021, 2020 and 2019, were 3.49%, 3.75% and 3.81%, respectively. The weighted average effective interest rates on long-term debt balances as of both June 30, 2021 and 2020 were 3.49% and 3.48%, respectively.
Long-term debt maturities as of June 30, 2021, were $300, $600, $0, $500, $0, and $1,400 in fiscal years 2022, 2023, 2024, 2025, 2026, and thereafter, respectively.
Credit arrangements
In November 2019, the Company entered into a $1,200 revolving credit agreement (the Credit Agreement) that matures in November 2024. The Credit Agreement replaced a prior $1,100 revolving credit agreement in place since February 2017. The Company did not incur any fees or penalties in connection with terminating the prior agreement, which was considered a debt modification. The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of June 30, 2021, and anticipates being in compliance with all restrictive covenants for the foreseeable future. The Company continues to monitor the financial markets and assess its ability to fully draw on its Credit Agreement, and currently expects that it will continue to have access to borrowing under the Credit Agreement. As of the fiscal years ended June 30, 2021 and 2020, there were no borrowings due under the Credit Agreement.
The Company’s borrowing capacity under the revolving credit agreements and other financing arrangements as of June 30 was as follows:
20212020
Revolving credit facility$1,200 $1,200 
Foreign and other credit lines35 38 
Total$1,235 $1,238 
Of the $35 of foreign and other credit lines as of June 30, 2021, $5 was outstanding and the remainder of $30 was available for borrowing. Of the $38 of foreign and other credit lines as of June 30, 2020, $3 was outstanding and the remainder of $35 was available for borrowing.
v3.21.2
OTHER LIABILITIES
12 Months Ended
Jun. 30, 2021
Other Liabilities Disclosure [Abstract]  
OTHER LIABILITIES OTHER LIABILITIES
Other liabilities consisted of the following as of June 30:
20212020
Venture Agreement terminal obligation, net$432 $400 
Employee benefit obligations330 294 
Taxes23 23 
Environmental liabilities24 25 
Other25 25 
Total$834 $767 
Venture Agreement
The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business. In connection with this agreement, P&G provides research and development (R&D) support to the Glad business. As of June 30, 2021 and 2020, 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 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 June 30, 2021, the estimated fair value of P&G’s interest was $613, of which $432 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.
v3.21.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
12 Months Ended
Jun. 30, 2021
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS [Abstract]  
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 the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.
As of June 30, 2021, the notional amount of commodity derivatives was $32, of which $23 related to soybean oil futures used for the Food products business and $9 related to jet fuel swaps used for the Grilling business. As of June 30, 2020, the notional amount of commodity derivatives was $27, of which $14 related to soybean oil futures and $13 related to jet fuel swaps.
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 $70 and $70, respectively, as of June 30, 2021 and 2020.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have durations of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The notional amounts of outstanding interest rate contracts used by the Company were $300 and $225, respectively, as of June 30, 2021 and June 30, 2020. These contracts represent forward starting interest rate swap contracts with a maturity date of September 2022 to manage the exposure to interest rate volatility associated with future interest payments on a forecasted debt issuance.
During fiscal year 2020, the Company entered into, and subsequently terminated, interest rate contracts related to the May 2020 issuance of $500 in senior notes (See Note 7). These contracts resulted in an insignificant gain recorded in Other comprehensive (loss) income, which is being amortized into Interest expense on the consolidated statement of earnings over the 10-year term of the notes.
Commodity, Foreign Exchange and Interest Rate Derivatives
The Company designates its commodity forward and futures contracts for forecasted purchases of raw materials, foreign
currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest
payments as cash flow hedges.
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings were as follows during the fiscal years ended June 30:
Gains (losses) recognized in Other comprehensive (loss) income
202120202019
Commodity purchase derivative contracts$21 $(7)$(5)
Foreign exchange derivative contracts— — — 
Interest rate derivative contracts23 — 
Total$44 $(5)$(5)
Location of Gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earnings
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
202120202019
Commodity purchase derivative contractsCost of products sold$$(4)$(2)
Foreign exchange derivative contractsCost of products sold— — 
Interest rate derivative contractsInterest expense(6)(6)(6)
Total$(5)$(10)$(6)

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of June 30, 2021 that is expected to be reclassified into Net earnings within the next twelve months is $10.

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 instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions held as of June 30, 2021 and 2020, $0 and $3, respectively, contained such terms. As of both June 30, 2021 and 2020, 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 June 30, 2021 and 2020, the Company and each of its counterparties had been assigned investment grade 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 June 30, 2021 and 2020, the Company maintained cash margin balances related to exchange-traded futures contracts of $0 and $2, respectively, which are classified as Prepaid expenses and other current assets on the consolidated balance sheets.
Trust Assets
The Company holds 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 plan 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 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.
As of June 30, 2021, the value of the trust assets related to the Company’s nonqualified deferred compensation plans increased by $36 as compared to June 30, 2020.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the 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 June 30, 2021 and 2020, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period 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.
All of the Company's derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company's derivative instruments:
20212020
Balance sheet classificationFair value
hierarchy
level
Carrying
Amount
Estimated
Fair
Value
Carrying
Amount
Estimated
Fair
Value
Assets
Commodity purchase futures contractsPrepaid expenses and other current assets1$$$— $— 
Commodity purchase swaps contractsPrepaid expenses and other current assets2— — 
Interest rate contractsOther assets224 24 
$33 $33 $$
Liabilities
Commodity purchase futures contractsAccounts payable and accrued liabilities1$— $— $$
Commodity purchase swaps contractsAccounts payable and accrued liabilities2— — 
Foreign exchange forward contractsAccounts payable and accrued liabilities2$— — 
$— $— $$

The following table provides information about the balance sheet classification and the fair values of the Company's other assets and liabilities for which disclosure of fair value is required:

20212020
Balance sheet classificationFair value
hierarchy
level
Carrying
Amount
Estimated
Fair
Value
Carrying
Amount
Estimated
Fair
Value
Assets
Interest-bearing investments, including money market funds
Cash and cash equivalents (1)
1$196 $196 $584 $584 
Time deposits
Cash and cash equivalents (1)
211 11 165 165 
Trust assets for nonqualified deferred compensation plansOther assets1136 136 100 100 
$343 $343 $849 $849 
Liabilities
Notes and loans payable
Notes and loans payable (2)
2$— $— $— $— 
Current maturities of long-term debt and Long-term debt
Current maturities of long-
term debt and Long-term
debt (3)
22,784 2,963 2,780 3,051 
$2,784 $2,963 $2,780 $3,051 
____________________

(1)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.
(2)Notes and loans payable is composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value.
(3)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.

Furthermore, impairment charges of $343 were recorded during the fiscal year 2021, of which $228, $86, and $29 related to the goodwill of the VMS reporting unit, certain indefinite-lived trademarks and other assets, respectively. These adjustments were included as non-cash charges in the consolidated statement of earnings. The non-recurring fair values utilized included unobservable Level 3 inputs based on management’s best estimates and assumptions. See Note 5 for additional information.
v3.21.2
OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS
12 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]  
OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $28 as of both June 30, 2021 and 2020 for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $14 of the recorded liability as of both June 30, 2021 and 2020, 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 the 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 $10 of the recorded liability as of both June 30, 2021 and 2020. 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. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. 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 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 consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned guarantees as of June 30, 2021 and 2020.
The Company was a party to a letter of credit of $11 as of June 30, 2021 and $10 as of June 30, 2020, primarily related to one of its insurance carriers, of which $0 had been drawn upon.
Commitments
The Company is a party to certain purchase obligations, which are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity must be made. Examples of the Company’s purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The Company enters into purchase obligations based on expectations of future business needs. Many of these purchase obligations are flexible to allow for changes in the Company’s business and related requirements. As of June 30, 2021, the Company’s purchase obligations by purchase date were approximately as follows:
YearPurchase
Obligations
2022$254 
202396 
202453 
202526 
202617 
Thereafter27 
Total$473 
v3.21.2
LEASES
12 Months Ended
Jun. 30, 2021
Leases [Abstract]  
LEASES LEASES
The Company leases various property, plant and equipment, including office, warehousing, manufacturing and research and development facilities and equipment. These leases have remaining lease terms of up to 36 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental balance sheet information related to the Company’s leases as of June 30 was as follows:
Balance sheet classification20212020
Operating leases
Right-of-use assetsOperating lease right-of-use assets$332 $291 
Current lease liabilitiesCurrent operating lease liabilities$81 $64 
Non-current lease liabilitiesLong-term operating lease liabilities301 278 
Total operating lease liabilities$382 $342 
Finance leases
Right-of-use assetsOther assets$19 $14 
Current lease liabilitiesAccounts payable and accrued liabilities$$
Non-current lease liabilitiesOther liabilities15 12 
Total finance lease liabilities$20 $14 
Components of lease cost were as follows for the fiscal years ended June 30:
20212020
Operating lease cost$73 $73 
Finance lease cost:
Amortization of right-of-use assets$$
Interest on lease liabilities— — 
Total finance lease cost$$
Variable lease cost$39 $39 
Short term lease cost$$
Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows during fiscal years ended June 30:
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net$75 $54 
Operating cash flows from finance leases— — 
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$106 $38 
Finance leases

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows as of fiscal year ended June 30:
2021
Weighted-average remaining lease term:
Operating leases7 years
Finance leases5 years
Weighted-average discount rate:
Operating leases2.2 %
Finance leases3.3 %

Maturities of lease liabilities by fiscal year for the Company’s leases as of June 30, 2021 were as follows:
YearOperating leasesFinance leases
2022$85 $
202368 
202458 
202550 
202643 
Thereafter107 
Total lease payments$411 $22 
Less: Imputed interest(29)(2)
Total lease liabilities$382 $20 

Operating and finance lease payments presented in the table above exclude $32 and $5, respectively, of minimum lease payments signed but not yet commenced as of June 30, 2021.
LEASES LEASES
The Company leases various property, plant and equipment, including office, warehousing, manufacturing and research and development facilities and equipment. These leases have remaining lease terms of up to 36 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental balance sheet information related to the Company’s leases as of June 30 was as follows:
Balance sheet classification20212020
Operating leases
Right-of-use assetsOperating lease right-of-use assets$332 $291 
Current lease liabilitiesCurrent operating lease liabilities$81 $64 
Non-current lease liabilitiesLong-term operating lease liabilities301 278 
Total operating lease liabilities$382 $342 
Finance leases
Right-of-use assetsOther assets$19 $14 
Current lease liabilitiesAccounts payable and accrued liabilities$$
Non-current lease liabilitiesOther liabilities15 12 
Total finance lease liabilities$20 $14 
Components of lease cost were as follows for the fiscal years ended June 30:
20212020
Operating lease cost$73 $73 
Finance lease cost:
Amortization of right-of-use assets$$
Interest on lease liabilities— — 
Total finance lease cost$$
Variable lease cost$39 $39 
Short term lease cost$$
Supplemental cash flow information and non-cash activity related to the Company’s leases were as follows during fiscal years ended June 30:
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases, net$75 $54 
Operating cash flows from finance leases— — 
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$106 $38 
Finance leases

Weighted-average remaining lease term and discount rate for the Company’s leases were as follows as of fiscal year ended June 30:
2021
Weighted-average remaining lease term:
Operating leases7 years
Finance leases5 years
Weighted-average discount rate:
Operating leases2.2 %
Finance leases3.3 %

Maturities of lease liabilities by fiscal year for the Company’s leases as of June 30, 2021 were as follows:
YearOperating leasesFinance leases
2022$85 $
202368 
202458 
202550 
202643 
Thereafter107 
Total lease payments$411 $22 
Less: Imputed interest(29)(2)
Total lease liabilities$382 $20 

Operating and finance lease payments presented in the table above exclude $32 and $5, respectively, of minimum lease payments signed but not yet commenced as of June 30, 2021.
v3.21.2
STOCKHOLDERS' EQUITY
12 Months Ended
Jun. 30, 2021
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY
On November 18, 2020 the Company retired 28 million shares of its treasury stock. These shares are now authorized but unissued. There was no effect on the Company’s overall equity position as a result of the retirement.
As of June 30, 2021, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date, was authorized by the Board of Directors in May 2018, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date.
Stock repurchases under the two stock repurchase programs were as follows during the fiscal years ended June 30:
202120202019
AmountShares
(in thousands)
AmountShares
(in thousands)
AmountShares
(in thousands)
Open-market purchase program$500 2,774 $85 577 $328 2,266 
Evergreen Program405 1,984 157 954 332 2,208 
Total stock repurchases$905 4,758 $242 1,531 $660 4,474 
Dividends per share paid to Clorox stockholders during the fiscal years ended June 30 were as follows:
202120202019
Dividends per share paid$4.44 $4.24 $3.84 
Accumulated Other Comprehensive Net (Loss) Income
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the fiscal years ended June 30:
Foreign currency
translation adjustments
Net
unrealized
gains
(losses) on
derivatives
Pension and
postretirement
benefit
adjustments
Accumulated
other
comprehensive net
(loss) income
Balance June 30, 2018$(384)$(25)$(138)$(547)
Other comprehensive (loss) income before
reclassifications
(20)(5)— (25)
Amounts reclassified from Accumulated other
comprehensive net (loss) income
— 12 
Income tax benefit (expense)(2)(2)(3)