CLOROX CO /DE/, 10-Q filed on 11/3/2014
Quarterly Report
Document and Entity Information
3 Months Ended
Sep. 30, 2014
Oct. 30, 2014
Document and Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2014 
 
Entity Registrant Name
CLOROX CO /DE/ 
 
Entity Central Index Key
0000021076 
 
Current Fiscal Year End Date
--06-30 
 
Document Fiscal Period Focus
Q1 
 
Document Fiscal Year Focus
2015 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
129,401,844 
Condensed Consolidated Statements of Earnings and Comprehensive Income (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Condensed Consolidated Statements of Earnings and Comprehensive Income [Abstract]
 
 
Net sales
$ 1,352 
$ 1,343 
Cost of products sold
774 
759 
Gross profit
578 
584 
Selling and administrative expenses
180 
194 
Advertising costs
121 
120 
Research and development costs
30 
31 
Interest expense
26 
26 
Other expense, net
Earnings from continuing operations before income taxes
218 
211 
Income taxes on continuing operations
73 
72 
Earnings from continuing operations
145 
139 
Losses from discontinued operations, net of tax
(55)
(3)
Net earnings
90 
136 
Basic net earnings (losses) per share
 
 
Continuing operations
$ 1.12 
$ 1.07 
Discontinued operations
$ (0.42)
$ (0.03)
Basic net earnings per share
$ 0.70 
$ 1.04 
Diluted net earnings (losses) per share
 
 
Continuing operations
$ 1.10 
$ 1.05 
Discontinued operations
$ (0.42)
$ (0.02)
Diluted net earnings per share
$ 0.68 
$ 1.03 
Weighted average shares outstanding (in thousands)
 
 
Basic
129,312 
130,074 
Diluted
131,369 
132,237 
Dividend declared per share
$ 0.74 
$ 0.71 
Comprehensive income
$ 91 
$ 135 
Condensed Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Sep. 30, 2014
Jun. 30, 2014
Current assets
 
 
Cash and cash equivalents
$ 355 
$ 329 
Receivables, net
455 
546 
Inventories, net
397 
386 
Other current assets
144 
134 
Total current assets
1,351 
1,395 
Property, plant and equipment, net of accumulated depreciation and amortization of $1,790 and $1,776, respectively
947 
977 
Goodwill
1,087 
1,101 
Trademarks, net
539 
547 
Other intangible assets, net
60 
64 
Other assets
166 
174 
Total assets
4,150 
4,258 
Current liabilities
 
 
Notes and loans payable
53 
143 
Current maturities of long-term debt
575 
575 
Accounts payable
385 
440 
Accrued liabilities
478 
472 
Income taxes payable
42 
Total current liabilities
1,533 
1,638 
Long-term debt
1,596 
1,595 
Other liabilities
762 
768 
Deferred income taxes
90 
103 
Total liabilities
3,981 
4,104 
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 at both September 30, 2014 and June 30, 2014; and 129,367,643 and 128,796,228 shares outstanding at September 30, 2014 and June 30, 2014, respectively
159 
159 
Additional paid-in capital
702 
709 
Retained earnings
1,731 
1,739 
Treasury shares, at cost: 29,373,818 and 29,945,233 shares at September 30, 2014 and June 30, 2014, respectively
(2,007)
(2,036)
Accumulated other comprehensive net loss
(416)
(417)
Stockholders' equity
169 
154 
Total liabilities and stockholders' equity
$ 4,150 
$ 4,258 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Sep. 30, 2014
Jun. 30, 2014
Condensed Consolidated Balance Sheets [Abstract]
 
 
Property, plant and equipment, accumulated depreciation
$ 1,790 
$ 1,776 
Preferred stock, par value per share
$ 1.00 
$ 1.00 
Preferred stock, shares authorized
5,000,000 
5,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value per share
$ 1.00 
$ 1.00 
Common stock, shares authorized
750,000,000 
750,000,000 
Common stock, shares issued
158,741,461 
158,741,461 
Common stock, shares outstanding
129,367,643 
128,796,228 
Treasury shares, shares
29,373,818 
29,945,233 
Condensed Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Operating activities:
 
 
Net earnings
$ 90 
$ 136 
Deduct: Losses from discontinued operations, net of tax
(55)
(3)
Earnings from continuing operations
145 
139 
Adjustments to reconcile earnings from continuing operations to net cash provided by continuing operations:
 
 
Depreciation and amortization
43 
43 
Share-based compensation
10 
Deferred income taxes
(4)
Other
(9)
11 
Changes in:
 
 
Receivables, net
87 
88 
Inventories, net
(26)
(44)
Other current assets
(7)
Accounts payable and accrued liabilities
(44)
(74)
Income taxes payable
36 
18 
Net cash provided by continuing operations
234 
184 
Net cash provided by (used for) discontinued operations
(6)
Net cash provided by operations
243 
178 
Investing activities:
 
 
Capital expenditures
(29)
(27)
Other
Net cash used for investing activities
(27)
(27)
Financing activities:
 
 
Notes and loans payable, net
(90)
84 
Treasury stock purchased
(8)
(130)
Cash dividends paid
(95)
(93)
Issuance of common stock for employee stock plans and other
11 
Net cash used for financing activities
(184)
(128)
Effect of exchange rate changes on cash and cash equivalents
(6)
Net increase in cash and cash equivalents
26 
24 
Cash and cash equivalents:
 
 
Beginning of period
329 
299 
End of period
$ 355 
$ 323 
INTERIM FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS

NOTE 1. INTERIM FINANCIAL STATEMENTS

 

Basis of Presentation

 

The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2014 and 2013, 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. The results for the interim period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015, or for any other future period.

Effective September 22, 2014, the Company's Venezuela affiliate, Corporación Clorox de Venezuela S.A. (Clorox Venezuela) discontinued its operations. Consequently, for the three months ended September 30, 2014 and 2013, Clorox Venezuela is reflected as a discontinued operation in the Company's financial statements.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the 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, 2014, which includes a complete set of footnote disclosures, including the Company's significant accounting policies.

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which establishes a single, comprehensive revenue recognition model for all contracts with customers, and will supersede most current revenue recognition guidance. It requires entities to recognize revenue and to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments are effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of these requirements on its consolidated financial statements.

 

In April 2014, the FASB issued ASU No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (Topic 2015)”, which will change the criteria for reporting discontinued operations. The amendments will also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments are effective for the Company for new disposals (or classifications as held for sale) of components of the Company, should they occur, beginning in the first quarter of fiscal year 2016. Early adoption is permitted for disposals (or classifications as held for sale) that have not been previously reported. The Company will adopt this ASU beginning in the first quarter of fiscal year 2016, as required. The Company does not expect the adoption of the new standard to materially impact its reporting of Clorox Venezuela.

 

DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS

NOTE 2. DISCONTINUED OPERATIONS

 

On September 22, 2014, Clorox Venezuela announced that it was discontinuing its operations, effective immediately, and seeking to sell its assets. Since fiscal year 2012, Clorox Venezuela was 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. Clorox Venezuela and its parent, Clorox Spain S.L., reserved their rights under all applicable laws and treaties.

 

With this exit, the historical and future financial results of Clorox Venezuela are and will be reflected as discontinued operations in the Company's consolidated financial statements. The results of Clorox Venezuela have historically been part of the International reportable segment. The following table provides summary net sales for Clorox Venezuela and a breakdown of losses from discontinued operations for the periods indicated:

 

      Three Months Ended
      9/30/2014   9/30/2013
Net sales for Clorox Venezuela     $ 11     $ 23  
                   
Operating losses from Clorox Venezuela       (6 )     (5 )
Exit and other costs related to Clorox Venezuela       (73 )     -  
Losses from other discontinued operations       -       (1 )
Losses from discontinued operations before income taxes       (79 )     (6 )
Income tax benefit       24       3  
Losses from discontinued operations, net of tax     $ (55 )   $ (3 )

Summary of Operating Losses, Asset Charges and Other Costs

The following provides a breakdown of amounts included in losses from discontinued operations for the period indicated:             

                                                                     

    Three Months Ended
    9/30/2014
Operating losses from Clorox Venezuela   $ (6 )
         
Asset charges:        
Inventories, net     (11 )
Property, plant and equipment, net     (16 )
Trademark and other intangible assets     (6 )
Other assets     (4 )
 Other exit and business termination costs:        
Severance     (3 )
Recognition of deferred foreign currency translation loss     (30 )
Other     (3 )
Losses from discontinued operations before income taxes   $ (79 )
Income tax benefit     24  
Losses from discontinued operations, net of tax   $ (55 )

 

Clorox Venezuela successfully undertook an effort to collect nearly all remaining trade receivable balances. Inventory, fixed assets, intangible assets and other assets, including value-added tax receivables, were written down in accordance with the Company's assessment of their net realizable value reflecting the considerable uncertainty caused by the Venezuelan government's occupation of production facilities.

 

Prior to Clorox Venezuela being consolidated under the rules governing the preparation of financial statements in a highly inflationary economy, cumulative translation gains (losses) were included as a component of accumulated other comprehensive net loss. The charge of $30 to discontinued operations for the three months ended September 30, 2014, represents the recognition of these losses as a result of Clorox Venezuela discontinuing its operations effective September 22, 2014.

 

Goodwill related to Clorox Venezuela was previously aggregated and assessed for impairment at the Latin America reporting unit level, which is a component of the Company's International segment. Based on the results of the annual impairment test performed in the fourth quarter of fiscal year 2014, the fair value of the Latin America reporting unit exceeded its recorded value by more than 40%. After Clorox Venezuela discontinued its operations, the Company reviewed the relative fair value of its components of the Latin America reporting unit and concluded no goodwill should be allocated to the Clorox Venezuela component. The Company also determined that there were no indicators of impairment within the remaining Latin America reporting unit.

 

Major Classes of Remaining Assets and Liabilities 

 

The following is a summary of the remaining assets and liabilities of Clorox Venezuela as of:

      9/30/2014   6/30/2014
Cash and cash equivalents     $ -     $ 5  
Receivables, net       -       21  
Inventories, net       -       11  
Other current assets       1       2  
Property, plant and equipment, net       -       16  
Trademarks and other intangible assets, net       -       6  
Other assets       -       9  
Accounts payable and accrued liabilities       (3)       (11)  
Net (liability) asset position     $ (2)     $ 59  

 

Financial Reporting: Hyperinflation and the Selection of Exchange Rates

 

Due to a sustained inflationary environment, the financial statements of Clorox Venezuela are consolidated under the rules governing the preparation of financial statements in a highly inflationary economy. As such, Clorox Venezuela's non-U.S. dollar (non-USD) monetary assets and liabilities are remeasured into U.S. dollars (USD) each reporting period with the resulting gains and losses now reflected in discontinued operations.

 

For the three months ended September 30, 2013, the Company recorded the results of its business operations and remeasured the non-USD denominated monetary assets and liabilities of Clorox Venezuela using the CENCOEX (previously referred to as CADIVI) rate of 6.3 bolivares fuertes (VEF) per USD . Beginning March 1, 2014, the Company utilized the SICAD I rate for financial reporting. At September 30, 2014 the Company used the SICAD II rate for financial reporting.

 

In connection with Clorox Venezuela's announced exit from the country, Clorox Venezuela's parent, Clorox Spain S.L., infused cash through SICAD II to settle obligations, including those resulting from the decision to exit. As a result, the Company now believes the SICAD II rate is the most appropriate rate for financial reporting purposes and as such, is utilizing this rate, which was 49.7 VEF per USD as of September 30, 2014.

INVENTORIES, NET
INVENTORIES, NET

NOTE 3. INVENTORIES, NET

 

Inventories, net, consisted of the following as of:

 

      9/30/2014   6/30/2014
Finished goods     $ 324     $ 312  
Raw materials and packaging       105       108  
Work in process       3       2  
LIFO allowances       (35 )     (36 )
Total     $ 397     $ 386  

 

OTHER ASSETS
OTHER ASSETS

NOTE 4. OTHER ASSETS

 

Investments in Low-Income Housing Partnerships

 

The Company owns, directly or indirectly, limited partnership interests in low-income housing partnerships, which are accounted for using the equity method of accounting. The Company's investment balance as of September 30, 2014 and June 30, 2014 was $2 and $4, respectively. These partnerships are considered to be variable interest entities; however, the Company does not consolidate them because it does not have the power to direct the partnerships' activities that significantly impact their economic performance. The purpose of the partnerships is to develop and operate low-income housing rental properties. The general partners, who typically hold 1% of the partnership interests, are third parties unrelated to the Company and its affiliates, and are responsible for controlling and managing the business and financial operations of the partnerships. As a limited partner, the Company is not responsible for any of the liabilities and obligations of the partnerships nor do the partnerships or their creditors have any recourse to the Company other than for the capital requirements. All available tax benefits from low-income housing tax credits provided by the partnerships were claimed as of fiscal year 2012. The risk that previously claimed low-income housing tax credits might be recaptured or otherwise retroactively invalidated is considered remote.

 

OTHER LIABILITIES
OTHER LIABILITIES

NOTE 5. OTHER LIABILITIES

 

Other liabilities consisted of the following as of:

 

    9/30/2014   6/30/2014
Venture agreement net terminal obligation   $ 291     $ 290  
Employee benefit obligations     281       289  
Taxes     75       76  
Other     115       113  
Total   $ 762     $ 768  

 

NET EARNINGS PER SHARE (EPS)
NET EARNINGS PER SHARE (EPS)
NOTE 6. 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
          9/30/2014   9/30/2013
Basic         129,312   130,074
Dilutive effect of stock options and other         2,057   2,163
Diluted         131,369   132,237

 

During the three months ended September 30, 2014 and 2013, the Company excluded stock options to purchase approximately zero and 1.8 million shares, respectively, of the Company's common stock in the calculations of diluted net EPS because their exercise prices were greater than the average market price, making them anti-dilutive.

 

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 for share repurchases as of September 30, 2014, and a program to offset the impact of share dilution related to share-based awards (the Evergreen Program), which has no authorization limit as to amount or timing of repurchases.

 

During the three months ended September 30, 2014 and 2013, the Company repurchased approximately 0.1 million and 1.6 million shares, respectively, under its Evergreen Program, for an aggregate amount of $8 and $130, respectively. The Company did not repurchase any shares under the open-market purchase program during the three months ended September 30, 2014 and 2013.

 

COMPREHENSIVE INCOME
COMPREHENSIVE INCOME

NOTE 7. COMPREHENSIVE INCOME

 

Comprehensive income was as follows for the periods indicated:

 

      Three Months Ended
      9/30/2014   9/30/2013
Earnings from continuing operations     $ 145     $ 139  
Losses from discontinued operations, net of tax       (55 )     (3 )
Net earnings       90       136  
Other comprehensive income (loss), net of tax:                  
Foreign currency translation adjustments       1       4  
Net unrealized losses on derivatives       (2 )     (1 )
Pension and postretirement benefit adjustments       2       (4 )
Total other comprehensive income (loss), net of tax       1       (1 )
Comprehensive income     $ 91     $ 135  

Foreign currency translation adjustments are presented in the table above net of decreases in deferred tax liabilities of $3 and increases in deferred tax liabilities of $2 for the three months ended September 30,2014 and 2013, respectively.

 

Net unrealized losses on derivatives are presented in the table above net of decreases in deferred tax liabilities of $2 and $1 for the three months ended September 30, 2014 and 2013, respectively.

Pension and postretirement benefit adjustments are presented in the table above net of decreases in deferred tax liabilities of $
0 and $2 for the three months ended September 30, 2014 and 2013, respectively.

 

Changes in accumulated other comprehensive net losses by component were as follows:

 

    Foreign       Pension and    
    currency   Net unrealized   postretirement    
    translation   losses on   benefit    
    adjustments   derivatives   adjustments   Total
Balance as of June 30, 2014, net of tax   $ (246 )   $ (39 )   $ (132 )   $ (417 )
Other comprehensive income (loss) before reclassifications     (29 )     (4 )     -       (33 )
Amounts reclassified from accumulated other comprehensive net losses:                                
Recognition of deferred foreign currency translation loss     30       -       -       30  
Other     -       2       2       4  
Net other comprehensive income (loss)     1       (2 )     2       1  
Balance as of September 30, 2014, net of tax   $ (245 )   $ (41 )   $ (130 )   $ (416 )

 

INCOME TAXES
INCOME TAXES

NOTE 8. 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 33.7% and 34.2% for the three months ended September 30, 2014 and 2013, respectively. The lower tax rate for the current period was primarily due to higher benefits from favorable tax settlements.

 

The balance of unrecognized tax benefits as of both September 30, 2014 and June 30, 2014, included potential benefits of $58 which, if recognized, would affect the effective tax rate on earnings from continuing operations. It is reasonably possible that up to $30 of other unrecognized tax benefits may be recognized in the next twelve months.

 

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The total balance of accrued interest and penalties related to uncertain tax positions was $11 as of both September 30, 2014 and June 30, 2014. Interest and penalties included in income tax expense resulted in net expense of $0 and $1 for the three months ended September 30, 2014 and 2013, respectively.

 

The Company files income tax returns in U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has expired for all tax years through June 30, 2010. Various income tax returns in state and foreign jurisdictions are currently in the process of examination.

 

RETIREMENT INCOME AND HEALTH CARE BENEFIT PLANS
RETIREMENT INCOME AND HEALTH CARE BENEFIT PLANS

NOTE 9. RETIREMENT INCOME AND HEALTH CARE BENEFIT PLANS

 

The following table summarizes the components of net periodic benefit cost for the Company's retirement income plans:

 

    Three Months Ended
    9/30/2014   9/30/2013
Service cost   $ -     $ 1  
Interest cost     6       6  
Expected return on plan assets     (5 )     (6 )
Amortization of unrecognized items     3       3  
Total   $ 4     $ 4  

The net periodic benefit cost for the Company's retirement health care plans was $0 for both the three months ended September 30, 2014 and 2013, respectively.

 

OTHER CONTINGENCIES AND GUARANTEES
OTHER CONTINGENCIES AND GUARANTEES

NOTE 10. OTHER CONTINGENCIES AND GUARANTEES

 

Contingencies

 

The Company is involved in certain environmental matters, including response actions at various locations. The Company had a recorded liability of $13 and $14 as of September 30, 2014 and June 30, 2014, respectively, for its share of aggregate future remediation costs related to these matters. One matter in Dickinson County, Michigan, for which the Company is jointly and severally liable, accounted for a substantial majority of the recorded liability as of both September 30, 2014 and June 30, 2014. The Company has agreed 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. Currently, the Company cannot accurately predict the timing of future payments that may be made under this obligation. In addition, the Company's estimated loss exposure is sensitive to a variety of uncertain factors, including the efficacy of remediation efforts, changes in remediation requirements and the future availability of alternative clean-up technologies. Although it is reasonably possible that the Company's exposure may exceed the amount recorded, any amount of such additional exposures, or range of exposures, is not estimable at this time.

 

In October 2012, a Brazilian appellate court issued an adverse decision in a lawsuit pending in Brazil against the Company and one of its wholly owned subsidiaries, The Glad Products Company (Glad). The lawsuit, which was initially filed in a Brazilian lower court in 2002 by two Brazilian companies and one Uruguayan company (collectively, Petroplus), relates to joint venture agreements for the distribution of STP auto-care products in Brazil with three companies that became subsidiaries of the Company as a result of the Company's merger with First Brands Corporation in January 1999 (collectively, Clorox Subsidiaries). The pending lawsuit seeks indemnification for damages and losses for alleged breaches of the joint venture agreements and abuse of economic power by the Company and Glad. Petroplus had previously unsuccessfully raised the same claims and sought damages from the Company and the Clorox Subsidiaries in an International Chamber of Commerce (ICC) arbitration proceeding in Miami, Florida, filed in 2001. The ICC arbitration panel unanimously ruled against Petroplus in a final decision in November 2003 (Final ICC Arbitration Award). The Final ICC Arbitration Award was ratified by the Superior Court of Justice of Brazil in May 2007 (Foreign Judgment), and the United States District Court for the Southern District of Florida subsequently confirmed the Final ICC Arbitration Award and recognized and adopted the Foreign Judgment as a judgment of the United States District Court for the Southern District of Florida (U.S. Judgment). Despite this, in March 2008, a Brazilian lower court ruled against the Company and Glad in the pending lawsuit. The value of the judgment against the Company, including interest and foreign exchange fluctuations as of September 30, 2014, was approximately $36.

 

Among other defenses, because the Final ICC Arbitration Award, the Foreign Judgment and the U.S. Judgment relate to the same claims as those in the pending lawsuit, the Company believes that Petroplus is precluded from re-litigating these claims. Based on the unfavorable appellate court decision, however, the Company believes that it is reasonably possible that a loss could be incurred in this matter in excess of amounts accrued, and that the estimated range of such loss in this matter is from $0 to $30. The Company continues to believe that its defenses are meritorious, and has appealed the decision to the highest courts of Brazil. In December 2013, in the first stage of the appellate process, the appellate court declined to admit the Company's appeals to the highest courts. The Company then appealed directly to the highest courts and in May 2014, the Supreme Court of Justice agreed to consider the Company's appeal. Expenses related to this litigation have been, and any potential additional loss would be, reflected in discontinued operations, consistent with the Company's classification of expenses related to its discontinued Brazil operations.

 

In a separate action filed in 2004 by Petroplus, in January 2013, a lower Brazilian court nullified the Final ICC Arbitration Award. The Company believes this judgment is inconsistent with the Foreign Judgment and the U.S. Judgment and that it is without merit. The Company appealed this decision, and the lower court decision was overturned by the appellate court in April 2014. Petroplus has appealed this decision to Brazil's highest court.

 

Glad and the Clorox Subsidiaries have also filed separate lawsuits against Petroplus alleging misuse of the STP trademark and related matters, which are currently pending before Brazilian courts, and have taken other legal actions against Petroplus, which are pending. Additionally, in November 2013, the Clorox Subsidiaries initiated a new ICC arbitration seeking damages against Petroplus.

 

The Company is subject to various lawsuits, claims and other loss contingencies relating to issues such as contract disputes, product liability, patents and trademarks, advertising, and employee and other matters. Based on management's analysis, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, 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 payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, individually or in the aggregate, on the Company's consolidated financial statements taken as a whole.

 

The Company had not recorded any liabilities on the aforementioned guarantees as of September 30, 2014.

 

As of September 30, 2014, the Company was a party to letters of credit of $11, primarily related to one of its insurance carriers, of which $0 had been drawn upon.

 

SEGMENT RESULTS
SEGMENT RESULTS

NOTE 11. SEGMENT RESULTS

 

The Company operates through strategic business units that are aggregated into four reportable segments: Cleaning, Household, Lifestyle and International. As a result of Clorox Venezuela being reported as discontinued operations, the results of Clorox Venezuela are no longer included in the International reportable segment (Note 2 – Discontinued Operations).

 

  • Cleaning consists of laundry, home care and professional products marketed and sold in the United States. Products within this segment include laundry additives, including bleach products under the Clorox® brand and Clorox 2® stain fighter and color booster; home care products, primarily under the Clorox®, Formula 409®, Liquid-Plumr®, Pine-Sol®, S.O.S® and Tilex® brands; naturally derived products under the Green Works® brand; and professional cleaning and disinfecting products under the Clorox®, Dispatch®, Aplicare®, HealthLink® and Clorox Healthcare® brands.

 

  • Household consists of charcoal, cat litter and plastic bags, wraps and container products marketed and sold in the United States. Products within this segment include plastic bags, wraps and containers under the Glad® brand; cat litter products under the Fresh Step®, Scoop Away® and Ever Clean® brands; and charcoal products under the Kingsford® and Match Light® brands.

 

  • Lifestyle consists of food products, water-filtration systems and filters, and natural personal care products marketed and sold in the United States. Products within this segment include dressings and sauces, primarily under the Hidden Valley®, KC Masterpiece® and Soy Vay® brands; water-filtration systems and filters under the Brita® brand; and natural personal care products under the Burt's Bees® brand.

 

  • International consists of products sold outside the United States. Products within this segment include laundry, home care, water-filtration, charcoal and cat litter products, dressings and sauces, plastic bags, wraps and containers and natural personal care products, primarily under the Clorox®, Javex®, Glad®, PinoLuz®, Ayudin®, Limpido®, Clorinda®, Poett®, Mistolin®, Lestoil®, Bon Bril®, Brita®, Green Works®, Pine-Sol®, Agua Jane®, Chux®, Kingsford®, Fresh Step®, Scoop Away®, Ever Clean®, KC Masterpiece®, Hidden Valley® and Burt's Bees® brands.

 

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, 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   Earnings (losses) from continuing
operations before income taxes
    Three Months Ended   Three Months Ended
    9/30/2014   9/30/2013   9/30/2014   9/30/2013
Cleaning   $ 470     $ 479     $ 124     $ 131  
Household     392       372       52       52  
Lifestyle     216       218       56       53  
International     274       274       26       31  
Corporate     -       -       (40 )     (56 )
Total   $ 1,352     $ 1,343     $ 218     $ 211  

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 both the three months ended September 30, 2014 and 2013, respectively.

 

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

NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

 

Financial assets and liabilities carried at fair value in the consolidated balance sheets are required to be classified and disclosed in one of the following three categories:

 

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 September 30, 2014 and June 30, 2014, 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 all Level 2, and trust assets to fund certain of the Company's nonqualified deferred compensation plans, which were classified as Level 1.

 

Financial Risk Management and Derivative Instruments

 

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

 


 

 

NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

 

Commodity Price Risk Management

 

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

 

As of September 30, 2014, the notional amount of commodity derivatives was $71, of which $28 related to jet fuel and $43 related to soybean oil. As of June 30, 2014, the notional amount of commodity derivatives was $36, of which $19 related to jet fuel and $17 related to soybean oil.

 

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. These interest rate forward contracts generally have durations of less than twelve months. The interest rate contracts are measured at fair value using information quoted by U.S. government bond dealers.

 

As of both September 30, 2014 and June 30, 2014, the notional amount of interest rate forward contracts was $288. The interest rate forward contracts outstanding as of September 30, 2014, were related to the anticipated refinancing of senior notes maturing in January 2015.

 

Foreign Currency Risk Management

 

The Company may also enter into certain over-the-counter foreign currency-related derivative contracts to manage a portion of the Company's foreign exchange risk associated with the purchase of inventory and certain intercompany transactions. These foreign currency contracts generally have durations of no longer than 20 months. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.

 

The notional amount of outstanding foreign currency forward contracts used by the Company's subsidiaries in Canada, Australia and New Zealand to hedge forecasted purchases of inventory were $41, $21 and $4, respectively, as of September 30, 2014, and $54, $28 and $5, respectively, as of June 30, 2014.

 

Counterparty Risk Management

 

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 $23 and $17 of derivative instruments reflected in a liability position as of September 30, 2014 and June 30, 2014, respectively, $11 and $11, respectively, contained such terms. As of both September 30, 2014 and June 30, 2014, neither the Company nor any counterparty was required to post any collateral.

 

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 September 30, 2014 and June 30, 2014, the Company and each of its counterparties had been assigned investment grade ratings with both Standard & Poor's and Moody's.

 

Fair Value of Derivative Instruments

 

Derivatives

 

The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument as a fair value hedge or a cash flow hedge. The Company designates its commodity forward and future contracts for forecasted purchases of raw materials, interest rate forward contracts for forecasted interest payments, and foreign currency forward contracts for forecasted purchases of inventory as cash flow hedges. During the three months ended September 30, 2014 and 2013, the Company had no hedging instruments designated as fair value hedges.

 

Trust Assets

 

Beginning in December 2013, the Company has held mutual funds and cash equivalents as part of trusts related to certain of its nonqualified deferred compensation plans. 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 mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments. The participants in the deferred compensation plans 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 Company's derivative instruments designated as hedging instruments and trust assets related to certain of the Company's nonqualified deferred compensation plans were recorded at fair value in the consolidated balance sheets as follows:

 

    Balance sheet   9/30/2014   6/30/2014
    classification   Level 1   Level 2   Level 1   Level 2
Assets                                    
Foreign exchange derivative contracts   Other current assets   $ -     $ 2     $ -     $ -  
Commodity purchase derivative contracts   Other current assets     -       -       -       1  
Trust assets for nonqualified deferred compensation plans   Other assets     33       -       31       -  
        $ 33     $ 2     $ 31     $ 1  
                                     
Liabilities                                    
Commodity purchase derivative contracts   Accrued liabilities   $ -     $ 5     $ -     $ 1  
Interest rate derivative contracts   Accrued liabilities     -       16       -       13  
Foreign exchange derivative contracts   Accrued liabilities     -       -       -       3  
Commodity purchase derivative contracts   Other liabilities     -       2       -       -  
        $ -     $ 23     $ -     $ 17  

 

For derivative instruments designated and qualifying as cash flow hedges, the effective portion of gains or losses is reported as a component of other comprehensive income (OCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The estimated amount of the existing net loss in OCI as of September 30, 2014, expected to be reclassified into earnings within the next 12 months is $9. Gains and losses on derivative instruments representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. During the three months ended September 30, 2014 and 2013, respectively, hedge ineffectiveness was not significant. The Company de-designates cash flow hedge relationships whenever it determines that the hedge relationships are no longer highly effective or that the forecasted transaction is no longer probable. The portion of gains or losses on the derivative instrument previously accumulated in OCI for de-designated hedges remains in accumulated OCI until the forecasted transaction is recognized in earnings, or is recognized in earnings immediately if the forecasted transaction is no longer probable. Changes in the value of derivative instruments not designated as accounting hedges are recorded in other expense, net.

 

Changes in the value of the trust assets related to certain of the Company's nonqualified deferred compensation plans were $2 for the three months ended September 30, 2014, primarily due to current quarter employees' contributions to these plans.

 

The effects of derivative instruments designated as hedging instruments on OCI and the condensed consolidated statements of earnings and comprehensive income were as follows:

 

    Three Months Ended
    (Loss) gain recognized in OCI   (Loss) gain reclassified from OCI and
recognized in earnings
    9/30/2014   9/30/2013   9/30/2014   9/30/2013
Commodity purchase derivative contracts   $ (6 )   $ (2 )   $ -     $ -  
Interest rate contracts     (3 )     -       (1 )     (1 )
Foreign exchange derivative contracts     4       -       (1 )     1  
Total   $ (5 )   $ (2 )   $ (2 )   $ -  

The gains and losses reclassified from OCI and recognized in earnings during the three months ended September 30, 2014 and 2013 for foreign exchange contracts were included in cost of products sold. The losses reclassified from OCI and recognized in earnings during the three months ended September 30, 2014 and 2013 for interest rate contracts were included in interest expense.

 

Other

 

The carrying values of cash and cash equivalents, accounts receivable, notes and loans payable and accounts payable approximated their fair values as of September 30, 2014 and June 30, 2014, due to their short maturity and nature. The estimated fair value of long-term debt, including current maturities, was $2,252 and $2,265 as of September 30, 2014 and June 30, 2014, respectively. The fair value of long-term debt was determined using secondary market prices quoted by corporate bond dealers, and was classified as Level 2.

 

Revolving Credit Agreement

 

As of September 30, 2014, the Company had a $1,100 revolving credit agreement (the Agreement). On October 1, 2014, the Agreement was cancelled and replaced by a new $1,100 revolving credit agreement, which expires in October 2019. There were no borrowings under the agreement, and the Company believes that borrowings under the revolving credit agreement are and will continue to be available for general corporate purposes.

 

INTERIM FINANCIAL STATEMENTS (Policy)

Basis of Presentation

 

The unaudited interim condensed consolidated financial statements for the three months ended September 30, 2014 and 2013, 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. The results for the interim period ended September 30, 2014, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015, or for any other future period.

Effective September 22, 2014, the Company's Venezuela affiliate, Corporación Clorox de Venezuela S.A. (Clorox Venezuela) discontinued its operations. Consequently, for the three months ended September 30, 2014 and 2013, Clorox Venezuela is reflected as a discontinued operation in the Company's financial statements.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the 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, 2014, which includes a complete set of footnote disclosures, including the Company's significant accounting policies.

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which establishes a single, comprehensive revenue recognition model for all contracts with customers, and will supersede most current revenue recognition guidance. It requires entities to recognize revenue and to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments are effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of these requirements on its consolidated financial statements.

 

In April 2014, the FASB issued ASU No. 2014-08 “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (Topic 2015)”, which will change the criteria for reporting discontinued operations. The amendments will also require new disclosures about discontinued operations and disposals of components of an entity that do not qualify for discontinued operations reporting. The amendments are effective for the Company for new disposals (or classifications as held for sale) of components of the Company, should they occur, beginning in the first quarter of fiscal year 2016. Early adoption is permitted for disposals (or classifications as held for sale) that have not been previously reported. The Company will adopt this ASU beginning in the first quarter of fiscal year 2016, as required. The Company does not expect the adoption of the new standard to materially impact its reporting of Clorox Venezuela.

DISCONTINUED OPERATIONS (Tables)
      Three Months Ended
      9/30/2014   9/30/2013
Net sales for Clorox Venezuela     $ 11     $ 23  
                   
Operating losses from Clorox Venezuela       (6 )     (5 )
Exit and other costs related to Clorox Venezuela       (73 )     -  
Losses from other discontinued operations       -       (1 )
Losses from discontinued operations before income taxes       (79 )     (6 )
Income tax benefit       24       3  
Losses from discontinued operations, net of tax     $ (55 )   $ (3 )
    Three Months Ended
    9/30/2014
Operating losses from Clorox Venezuela   $ (6 )
         
Asset charges:        
Inventories, net     (11 )
Property, plant and equipment, net     (16 )
Trademark and other intangible assets     (6 )
Other assets     (4 )
 Other exit and business termination costs:        
Severance     (3 )
Recognition of deferred foreign currency translation loss     (30 )
Other     (3 )
Losses from discontinued operations before income taxes   $ (79 )
Income tax benefit     24  
Losses from discontinued operations, net of tax   $ (55 )
      9/30/2014   6/30/2014
Cash and cash equivalents     $ -     $ 5  
Receivables, net       -       21  
Inventories, net       -       11  
Other current assets       1       2  
Property, plant and equipment, net       -       16  
Trademarks and other intangible assets, net       -       6  
Other assets       -       9  
Accounts payable and accrued liabilities       (3)       (11)  
Net (liability) asset position     $ (2)     $ 59  
INVENTORIES, NET (Tables)
Schedule of Inventories
      9/30/2014   6/30/2014
Finished goods     $ 324     $ 312  
Raw materials and packaging       105       108  
Work in process       3       2  
LIFO allowances       (35 )     (36 )
Total     $ 397     $ 386  
OTHER LIABILITIES (Tables)
Schedule of Other Liabilities
    9/30/2014   6/30/2014
Venture agreement net terminal obligation   $ 291     $ 290  
Employee benefit obligations     281       289  
Taxes     75       76  
Other     115       113  
Total   $ 762     $ 768  
NET EARNINGS PER SHARE (EPS) (Tables)
Schedule of Weighted Average Number of Shares
      Three Months Ended
          9/30/2014   9/30/2013
Basic         129,312   130,074
Dilutive effect of stock options and other         2,057   2,163
Diluted         131,369   132,237
COMPREHENSIVE INCOME (Tables)
      Three Months Ended
      9/30/2014   9/30/2013
Earnings from continuing operations     $ 145     $ 139  
Losses from discontinued operations, net of tax       (55 )     (3 )
Net earnings       90       136  
Other comprehensive income (loss), net of tax:                  
Foreign currency translation adjustments       1       4  
Net unrealized losses on derivatives       (2 )     (1 )
Pension and postretirement benefit adjustments       2       (4 )
Total other comprehensive income (loss), net of tax       1       (1 )
Comprehensive income     $ 91     $ 135  
    Foreign       Pension and    
    currency   Net unrealized   postretirement    
    translation   losses on   benefit    
    adjustments   derivatives   adjustments   Total
Balance as of June 30, 2014, net of tax   $ (246 )   $ (39 )   $ (132 )   $ (417 )
Other comprehensive income (loss) before reclassifications     (29 )     (4 )     -       (33 )
Amounts reclassified from accumulated other comprehensive net losses:                                
Recognition of deferred foreign currency translation loss     30       -       -       30  
Other     -       2       2       4  
Net other comprehensive income (loss)     1       (2 )     2       1  
Balance as of September 30, 2014, net of tax   $ (245 )   $ (41 )   $ (130 )   $ (416 )
RETIREMENT INCOME AND HEALTHCARE BENEFIT PLANS (Tables)
Schedule of Components of Net Periodic Benefit Cost
    Three Months Ended
    9/30/2014   9/30/2013
Service cost   $ -     $ 1  
Interest cost     6       6  
Expected return on plan assets     (5 )     (6 )
Amortization of unrecognized items     3       3  
Total   $ 4     $ 4  
SEGMENT RESULTS (Tables)
Schedule of Segment Reporting Information
    Net sales   Earnings (losses) from continuing
operations before income taxes
    Three Months Ended   Three Months Ended
    9/30/2014   9/30/2013   9/30/2014   9/30/2013
Cleaning   $ 470     $ 479     $ 124     $ 131  
Household     392       372       52       52  
Lifestyle     216       218       56       53  
International     274       274       26       31  
Corporate     -       -       (40 )     (56 )
Total   $ 1,352     $ 1,343     $ 218     $ 211  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
    Balance sheet   9/30/2014   6/30/2014
    classification   Level 1   Level 2   Level 1   Level 2
Assets                                    
Foreign exchange derivative contracts   Other current assets   $ -     $ 2     $ -     $ -  
Commodity purchase derivative contracts   Other current assets     -       -       -       1  
Trust assets for nonqualified deferred compensation plans   Other assets     33       -       31       -  
        $ 33     $ 2     $ 31     $ 1  
                                     
Liabilities                                    
Commodity purchase derivative contracts   Accrued liabilities   $ -     $ 5     $ -     $ 1  
Interest rate derivative contracts   Accrued liabilities     -       16       -       13  
Foreign exchange derivative contracts   Accrued liabilities     -       -       -       3  
Commodity purchase derivative contracts   Other liabilities     -       2       -       -  
        $ -     $ 23     $ -     $ 17  
    Three Months Ended
    (Loss) gain recognized in OCI   (Loss) gain reclassified from OCI and
recognized in earnings
    9/30/2014   9/30/2013   9/30/2014   9/30/2013
Commodity purchase derivative contracts   $ (6 )   $ (2 )   $ -     $ -  
Interest rate contracts     (3 )     -       (1 )     (1 )
Foreign exchange derivative contracts     4       -       (1 )     1  
Total   $ (5 )   $ (2 )   $ (2 )   $ -  
DISCONTINUED OPERATIONS (Summary of Losses from Discontinued Operations) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Losses from discontinued operations before income taxes
$ (79)
$ (6)
Income tax benefit
24 
Losses from discontinued operations
(55)
(3)
Clorox Venezuela [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Net sales
11 
23 
Operating losses from discontinued operations
(6)
(5)
Exit and other costs related to discontinued operations
(73)
Other Discontinued Operations [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Operating losses from discontinued operations
$ 0 
$ (1)
DISCONTINUED OPERATIONS (Summary of Operating Losses, Asset Charges and Other Costs) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Jun. 30, 2014
Latin America [Member]
Sep. 30, 2014
Clorox Venezuela [Member]
Sep. 30, 2013
Clorox Venezuela [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
 
Operating losses
 
 
 
$ (6)
$ (5)
Asset charges:
 
 
 
 
 
Inventories, Net
 
 
 
(11)
 
Property, plant and equipment, net
 
 
 
(16)
 
Trademark and other intangible assets
 
 
 
(6)
 
Other assets
 
 
 
(4)
 
Other exit and business termination costs:
 
 
 
 
 
Severance
 
 
 
(3)
 
Recognition of deferred foreign currency translation loss
 
 
 
(30)
 
Other
 
 
 
(3)
 
Losses from discontinued operations before income taxes
(79)
(6)
 
 
 
Income tax benefit
24 
 
 
 
Losses from discontinued operations
(55)
(3)
 
 
 
Noncash goodwill impairment
 
 
$ 0 
 
 
Percentage of fair value of the reporting unit in excess of recorded value
 
 
40.00% 
 
 
DISCONTINUED OPERATIONS (summary of the Remaining Assets and Liabilities) (Details) (Clorox Venezuela [Member], USD $)
In Millions, unless otherwise specified
Sep. 30, 2014
Jun. 30, 2014
Clorox Venezuela [Member]
 
 
Major Classes of Remaining Assets and Liabilities
 
 
Cash and cash equivalents
$ 0 
$ 5 
Receivables, net
21 
Inventories, net
11 
Other current assets
Property, plant and equipment, net
16 
Trademarks and other intangible assets
Other assets
Accounts payable and accrued liabilities
(3)
(11)
Net (liability) asset position
$ (2)
$ 59 
DISCONTINUED OPERATIONS (Hyperinflation and the Selection of Exchange Rates) (Details) (Clorox Venezuela [Member])
Sep. 30, 2014
VEB
Sep. 30, 2013
VEB
Clorox Venezuela [Member]
 
 
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
Venezuelan fixed currency exchange system (CENCOEX)
 
6.3 
Venezuelan second floating currency exchange system (SICAD II)
49.7 
 
Exchange rate per USD
49.7 
6.3 
INVENTORIES, NET (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2014
Jun. 30, 2014
INVENTORIES, NET [Abstract]
 
 
Finished goods
$ 324 
$ 312 
Raw materials and packaging
105 
108 
Work in process
LIFO allowances
(35)
(36)
Total
$ 397 
$ 386 
OTHER ASSETS (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2014
Jun. 30, 2014
OTHER ASSETS [Abstract]