Item 1. Financial Statements

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Item 1. Financial Statements

The Clorox Company

Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited)

(Dollars in millions, except per share data)


	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Net sales	$	1,915	$	1,809	$	5,370	$	5,306
Cost of products sold		1,115		1,160		3,324		3,429
Gross profit		800		649		2,046		1,877
Selling and administrative expenses		311		233		854		710
Advertising costs		206		153		523		502
Research and development costs		35		31		100		98
Goodwill, trademark and other asset impairments		445		—		445		—
Interest expense		24		21		69		69
Other (income) expense, net		24		11		54		20
Earnings (losses) before income taxes		(245)		200		1		478
Income tax expense (benefit)		(36)		48		21		111
Net earnings (losses)		(209)		152		(20)		367
Less: Net earnings attributable to noncontrolling interests		2		2		7		6
Net earnings (losses) attributable to Clorox	$	(211)	$	150	$	(27)	$	361
Net earnings (losses) per share attributable to Clorox
Basic net earnings (losses) per share	$	(1.71)	$	1.22	$	(0.22)	$	2.93
Diluted net earnings (losses) per share	$	(1.71)	$	1.21	$	(0.22)	$	2.91
Weighted average shares outstanding (in thousands)
Basic		123,649		123,177		123,512		123,074
Diluted		123,649		123,877		123,512		123,943

Comprehensive income (loss)	$	(205)	$	207	$	(39)	$	394
Less: Total comprehensive income attributable to noncontrolling interests		2		2		7		6
Total comprehensive income (loss) attributable to Clorox	$	(207)	$	205	$	(46)	$	388

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Balance Sheets

(Dollars in millions, except per share data)


	3/31/2023		6/30/2022
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	242	$	183
Receivables, net		678		681
Inventories, net		735		755
Prepaid expenses and other current assets		90		106
Total current assets		1,745		1,725
Property, plant and equipment, net of accumulated depreciation and amortization of $2,672 and $2,530, respectively		1,315		1,334
Operating lease right-of-use assets		359		342
Goodwill		1,250		1,558
Trademarks, net		546		687
Other intangible assets, net		176		197
Other assets		427		315
Total assets	$	5,818	$	6,158
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable	$	138	$	237

Current operating lease liabilities		88		78
Accounts payable and accrued liabilities		1,722		1,469
Income taxes payable		48		—
Total current liabilities		1,996		1,784
Long-term debt		2,476		2,474
Long-term operating lease liabilities		323		314
Other liabilities		824		791
Deferred income taxes		27		66
Total liabilities		5,646		5,429
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; 130,741,461 shares issued as of March 31, 2023 and June 30, 2022; and 123,611,466 and 123,152,132 shares outstanding as of March 31, 2023 and June 30, 2022, respectively		131		131
Additional paid-in capital		1,232		1,202
Retained earnings		415		1,048
Treasury stock, at cost: 7,129,995 and 7,589,329 shares as of March 31, 2023 and June 30, 2022, respectively		(1,277)		(1,346)
Accumulated other comprehensive net (loss) income		(498)		(479)
Total Clorox stockholders’ equity		3		556
Noncontrolling interests		169		173
Total stockholders’ equity		172		729
Total liabilities and stockholders’ equity	$	5,818	$	6,158

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)


	Nine Months Ended
	3/31/2023		3/31/2022
Operating activities:
Net earnings (losses)	$	(20)	$	367
Adjustments to reconcile net earnings (losses) to net cash provided by operations:
Depreciation and amortization		174		167
Stock-based compensation		60		44
Deferred income taxes		(122)		11
Goodwill, trademark and other asset impairments		445		—
Other		34		7
Changes in:
Receivables, net		(1)		(56)
Inventories, net		13		(53)
Prepaid expenses and other current assets		(15)		2
Accounts payable and accrued liabilities		78		(93)
Operating lease right-of-use assets and liabilities, net		2		—
Income taxes payable / prepaid		80		55
Net cash provided by operations		728		451
Investing activities:
Capital expenditures		(144)		(172)

Other		2		5
Net cash used for investing activities		(142)		(167)
Financing activities:
Notes and loans payable, net		(99)		395
Long-term debt repayments		—		(300)
Treasury stock purchased		—		(25)
Cash dividends paid to Clorox stockholders		(437)		(428)
Cash dividends paid to noncontrolling interests		—		(5)
Issuance of common stock for employee stock plans and other		10		—
Net cash used for financing activities		(526)		(363)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		—		(2)
Net increase (decrease) in cash, cash equivalents, and restricted cash		60		(81)
Cash, cash equivalents, and restricted cash:
Beginning of period		186		324
End of period	$	246	$	243

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated financial statements for the three and nine months ended March 31, 2023 and 2022, 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 controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, 2022, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.

Restructuring Liabilities

The Company incurs restructuring costs in connection with workforce reductions; consolidation or closure of a facility; sale or termination of a line of business; and other actions. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, non-cash asset charges and other direct incremental costs.

The Company records employee termination liabilities once they are both probable and estimable for severance provided under the Company’s existing severance policy. Employee termination liabilities outside of the Company’s existing severance policy are recognized at the time relevant employees are notified, unless the employees will be retained to render service beyond a minimum retention period for transition purposes, in which case the liability is recognized ratably over the future service period. Other costs associated with a restructuring plan or exit or disposal activities, such as consulting and professional fees, facility exit costs, employee relocation, outplacement costs, accelerated depreciation or asset impairments associated with a restructuring plan, are recognized in the period in which the liability is incurred or the asset is impaired.

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, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. The Company operates through strategic business units (SBUs) that are organized into the Company’s operating segments. Reporting units for goodwill impairment testing purposes were identified as the Company’s individual operating segments. 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 its 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.

Recently Issued Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. As these amendments relate to disclosures only, there are no impacts expected to the Company’s consolidated results of operations, financial position and cash flows.

NOTE 2. RESTRUCTURING AND RELATED COSTS

In the first quarter of fiscal year 2023, the Company began recognizing costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company’s ability to respond more quickly to changing consumer behaviors and innovate faster. The Company anticipates the implementation of this new model will be completed in fiscal year 2024, with different phases occurring throughout the implementation period.

The Company anticipates incurring approximately $75 to $100 of costs in fiscal years 2023 and 2024 related to this initiative. Of this total amount, the higher-end of the range of approximately $40 to $60 is expected to be incurred in fiscal year 2023. Related costs are primarily expected to include employee-related costs to reduce certain staffing levels such as severance payments, as well as for consulting and other costs. Costs incurred are expected to be settled primarily in cash.

Restructuring and related implementation costs, net were $21 and $44 for the three and nine months ended March 31, 2023, respectively. The following table summarizes the total restructuring and related implementation costs, net associated with the Company’s streamlined operating model plan as reflected in the Consolidated Statements of Earnings and Comprehensive Income.


	Three Months Ended		Nine Months Ended
	3/31/2023		3/31/2023
Costs of products sold	$	—	$	(1)
Selling and administrative expenses	6		11
Other (income) expense, net:
Employee-related costs	15		34


Total, net	$	21	$	44

Employee-related costs primarily include severance and other termination benefits calculated based on salary levels, prior service and statutory requirements. Other costs primarily include consulting fees incurred for the organizational design and implementation of the future streamlined operating model, related processes and other professional fees incurred.

Charges for restructuring and related implementation costs are recorded in the Corporate segment as these initiatives are centrally directed and controlled and are not included in internal measures of segment operating performance.

The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.

The following tables reconcile the accrual for the streamlined operating model restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:


	Three Months Ended March 31
	Employee-Related Costs		Other		Total
Accrual Balance as of December 31, 2022	$	13	$	2	$	15
Charges	15		7		22
Cash payments	(10)		(4)		(14)

Accrual Balance as of March 31, 2023	$	18	$	5	$	23


	Nine Months Ended March 31
	Employee-Related Costs		Other		Total
Accrual Balance as of June 30, 2022	$	—	$	—	$	—
Charges	34		14		48
Cash payments	(16)		(9)		(25)

Accrual Balance as of March 31, 2023	$	18	$	5	$	23

NOTE 3. INVENTORIES, NET

Inventories, net, consisted of the following as of:


	3/31/2023		6/30/2022
Finished goods	$	638	$	593
Raw materials and packaging	185		191
Work in process	13		16
LIFO allowances	(94)		(40)
Total inventories, net	$	742	$	760
Less: Noncurrent inventories, net (1)	7		5
Total current inventories, net	$	735	$	755

(1)Noncurrent inventories, net is recorded in Other assets.

NOTE 4. GOODWILL, TRADEMARK AND OTHER ASSETS IMPAIRMENTS

During the third quarter of fiscal year 2023, management made a decision to narrow the focus on core brands and streamline investment levels in the Vitamins, Minerals and Supplements (VMS) business. As a result, revisions were made to the internal financial projections and operational plans of the VMS business reflecting the Company’s current estimates regarding the future financial performance of these operations and macroeconomic factors. The revised estimated future cash flows reflect lower sales growth expectations and lower investment levels. These revisions were considered a triggering event requiring interim impairment assessments to be performed as part of the preparation of the quarterly financial statements on the global indefinite-lived trademarks, other long-term assets and the VMS reporting unit.

Based on the outcome of these assessments, the following pre-tax, non-cash impairment charges were recorded:


	Impairment Charges
	VMS reporting unit		International reporting unit		Total
Goodwill	$	306	$	—	$	306
Trademarks, net	127		12		139


Total	$	433	$	12	$	445

In connection with recognizing these impairment charges, the Company recognized tax benefits related to the impairments of $83 due to the partial tax deductibility of these charges.

To determine the estimated fair values of the global indefinite-lived trademarks related to the VMS business, the Company used the DCF method under the relief from royalty 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. As a result of the interim impairment test, the Company concluded that the carrying value of the global indefinite-lived trademarks exceeded their estimated fair value, and recorded impairment charges of $139. In addition, the useful lives of the impaired trademarks, with a remaining net carrying value of $28 as of March 31, 2023, were changed from indefinite to definite beginning on April 1, 2023, 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 20 years.

After adjusting the carrying values of the global indefinite-lived trademarks and concluding that the carrying amounts of the other long-lived assets were recoverable, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $306 in the VMS reporting unit. To determine the fair value of the VMS reporting unit, the Company used a DCF method under the income approach. In accordance with 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. The decrease in projected cash flows due to the revisions adversely impacted key assumptions used in determining the fair value of the VMS reporting unit and assets contained therein, primarily projected net sales. There is no remaining goodwill associated with the impaired reporting unit.

No triggering events were identified in the fiscal quarter ended March 31, 2023 that would more likely than not reduce the fair value of the International reporting unit below its carrying value through March 31, 2023.

Changes in the carrying amount of Goodwill as of March 31, 2023 from June 30, 2022, were as follows:


	Goodwill
	Health and Wellness		Household		Lifestyle		International		Total
Balance as of June 30, 2022	$	629	$	85	$	244	$	600	$	1,558

Translation adjustments and other	—		—		—		(11)		(11)
Balance as of September 30, 2022	629		85		244		589		1,547
Translation adjustments and other	—		—		—		6		6
Balance as of December 31, 2022	629		85		244		595		1,553
Goodwill impairment	(306)		—		—		—		(306)
Translation adjustments and other	—		—		—		3		3
Balance as of March 31, 2023	$	323	$	85	$	244	$	598	$	1,250

The following table summarizes the carrying amount of trademarks and other intangible assets as of March 31, 2023 and as of June 30, 2022:


	March 31, 2023						June 30, 2022
	Gross carrying amount		Accumulated amortization / Impairments		Net carrying amount		Gross carrying amount		Accumulated amortization / Impairments		Net carrying amount
Trademarks not subject to amortization	$	666	$	139	$	527	$	668	$	—	$	668
Trademarks subject to amortization	56		37		19		57		38		19
Other intangible assets	578		402		176		577		380		197
Total	$	1,300	$	578	$	722	$	1,302	$	418	$	884

Amortization expense relating to the Company’s intangible assets was $7 and $22 for the three and nine months ended March 31, 2023, respectively, and $8 and $24 for the three and nine months ended March 31, 2022, respectively. Estimated amortization expense for these intangible assets is $8, $29, $28, $28 and $28 for the remainder of fiscal year 2023 and fiscal years 2024, 2025, 2026 and 2027, respectively.

NOTE 5. OTHER LIABILITIES

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 March 31, 2023 and June 30, 2022, 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 earlier 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 March 31, 2023 and June 30, 2022, the estimated fair value of P&G’s interest in the venture was $527 and $635, respectively, of which $492 and $468, respectively, has been recognized and is reflected in Other liabilities. 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.

NOTE 6. 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 futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than two years. Commodity purchase and options 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 March 31, 2023, and June 30, 2022, the notional amount of commodity derivatives was $55 and $27, respectively, which related primarily to exposures in soybean oil used for the Food products business and jet fuel used for the Grilling business.

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 original contractual maturities of less than two 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 $55 and $31 as of March 31, 2023 and June 30, 2022, respectively.

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 original contractual maturities of less than three years. The interest rate contracts are measured at fair value using information quoted by bond dealers.

The Company held no interest rate contracts as of both March 31, 2023 and June 30, 2022.

Commodity, Foreign Exchange and Interest Rate Derivatives

The Company designates its commodity forward, futures and options 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.

NOTE 6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

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


	Gains (losses) recognized in Other comprehensive (loss) income
	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Commodity purchase derivative contracts	$	(4)	$	10	$	(6)	$	12
Foreign exchange derivative contracts	1		(1)		1		—
Interest rate derivative contracts	—		39		—		39
Total	$	(3)	$	48	$	(5)	$	51


	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 (losses)
		Three Months Ended				Nine Months Ended
		3/31/2023		3/31/2022		3/31/2023		3/31/2022
Commodity purchase derivative contracts	Cost of products sold	$	—	$	3	$	7	$	13
Foreign exchange derivative contracts	Cost of products sold	—		—		1		—
Interest rate derivative contracts	Interest expense	4		—		10		(3)
Total		$	4	$	3	$	18	$	10

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of March 31, 2023 that is expected to be reclassified into Net earnings (losses) within the next twelve months is $9.

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, $1 and $0 contained such terms as of March 31, 2023 and June 30, 2022, respectively. As of both March 31, 2023 and June 30, 2022, 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 Company’s 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 March 31, 2023 and June 30, 2022, 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 and options 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 March 31, 2023 and June 30, 2022, the Company maintained cash margin balances related to exchange traded futures and options contracts of $3 and $1, respectively, which are classified as Prepaid expenses and other current assets on the condensed consolidated balance sheets.

NOTE 6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

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 plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore, trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.

Fair Value of Financial Instruments

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

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

As of both March 31, 2023 and June 30, 2022, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.

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:


			3/31/2023				6/30/2022
	Balance Sheet Classification	Fair Value Hierarchy Level	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Commodity purchase options contracts	Prepaid expenses and other current assets	1	$	1	$	1	$	—	$	—
Commodity purchase swaps contracts	Prepaid expenses and other current assets	2	—		—		6		6

Foreign exchange forward contracts	Prepaid expenses and other current assets	2	1		1		1		1

			$	2	$	2	$	7	$	7
Liabilities
Commodity purchase futures contracts	Accounts payable and accrued liabilities	1	2		2		1		1
Commodity purchase swaps contracts	Accounts payable and accrued liabilities	2	1		1		—		—

			$	3	$	3	$	1	$	1

NOTE 6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

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:


			3/31/2023				6/30/2022
	Balance Sheet Classification	Fair 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	$	61	$	61	$	86	$	86
Time deposits	Cash and cash equivalents (1)	2	7		7		4		4


Trust assets for nonqualified deferred compensation plans	Other assets	1	126		126		119		119
			$	194	$	194	$	209	$	209
Liabilities
Notes and loans payable	Notes and loans payable (2)	2	$	138	$	138	$	237	$	237

Current maturities of long-term debt and Long-term debt	Current maturities of long- term debt and Long-term debt (3)	2	2,476		2,376		2,474		2,386
			$	2,614	$	2,514	$	2,711	$	2,623

(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 are 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 $445 were recorded during the third quarter of fiscal 2023, of which $306 and $139 related to the goodwill of the VMS reporting unit and certain related indefinite-lived trademarks, respectively. These adjustments were included as Goodwill, trademark and other asset impairments in the condensed consolidated statement of earnings. The non-recurring fair values utilized included unobservable Level 3 inputs based on management’s best estimates and assumptions. For additional information, refer to Note 4.

NOTE 7. 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 losses was 14.7% and the effective tax rate on earnings was 1,813.5% for the three and nine months ended March 31, 2023, respectively. The effective tax rate on earnings was 23.9% and 23.3% for the three and nine months ended March 31, 2022, respectively. The lower tax rate on losses before income taxes in the current three month period was driven by the partial non-deductibility of impaired VMS goodwill. The substantially higher tax rate on earnings before income taxes in the current nine month period was driven by lower pre-tax income due to the VMS impairment charges and the non-deductibility of a portion of those charges.

The Inflation Reduction Act (the “Act”) was signed into law on August 16, 2022. The Act introduces a new 15% corporate minimum tax for certain large corporations that becomes effective at the beginning of the Company’s fiscal 2024 and it imposes a 1% excise tax on the value of share repurchases, net of new share issuances, after December 31, 2022. These provisions, as well as the other corporate tax changes included in the Act, are not expected to have a material impact on the Company’s financial statements.

NOTE 8. NET EARNINGS (LOSSES) 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		Nine Months Ended
	3/31/2023	3/31/2022	3/31/2023	3/31/2022
Basic	123,649	123,177	123,512	123,074
Dilutive effect of stock options and other	—	700	—	869
Diluted	123,649	123,877	123,512	123,943

Antidilutive stock options and other	4,953	2,489	4,953	2,489

Basic net earnings (losses) per share and Diluted net earnings (losses) per share are calculated on Net earnings (losses) attributable to Clorox.

Since the Company generated net losses attributable to Clorox for the three and nine months ended March 31, 2023, there was no dilutive effect of stock options and other instruments because their impacts would be antidilutive.

NOTE 9. COMPREHENSIVE INCOME (LOSS)

The following table provides a summary of Comprehensive income (loss) for the periods indicated:


	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Net earnings (losses)	$	(209)	$	152	$	(20)	$	367
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	10		19		(1)		(9)
Net unrealized gains (losses) on derivatives	(7)		34		(21)		31
Pension and postretirement benefit adjustments	1		2		3		5
Total other comprehensive (loss) income, net of tax	4		55		(19)		27
Comprehensive income (loss)	(205)		207		(39)		394
Less: Total comprehensive income attributable to noncontrolling interests	2		2		7		6
Total comprehensive income (loss) attributable to Clorox	$	(207)	$	205	$	(46)	$	388

NOTE 10. STOCKHOLDERS’ EQUITY

Changes in the components of Stockholders’ equity were as follows for the periods indicated:


	Three Months Ended March 31
(Dollars in millions except per share data; shares in thousands)	Common Stock				Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Net (Loss) Income		Noncontrolling interests		Total Stockholders’ Equity
Amount			Shares				Amount			Shares
Balance as of December 31, 2021	$	131		130,741	$	1,180		$	949		$	(1,373)	(7,777)	$	(574)	$	178	$	491
Net earnings	—			—	—			150			—		—	—		2		152
Other comprehensive (loss) income	—			—	—			—			—		—	55		—		55
Dividends to Clorox stockholders ($1.16 per share declared)	—			—	—			(143)			—		—	—		—		(143)
Dividends to noncontrolling interests	—			—	—			—			—		—	—		(4)		(4)

Stock-based compensation	—			—	19			—			—		—	—		—		19
Other employee stock plan activities	—			—	(4)			(5)			15		107	—		—		6


Balance as of March 31, 2022	$	131		130,741	$	1,195		$	951		$	(1,358)	(7,670)	$	(519)	$	176	$	576

Balance as of December 31, 2022	$	131		130,741	$	1,207		$	782		$	(1,297)	(7,263)	$	(502)	$	170	$	491
Net earnings (losses)	—			—	—			(211)			—		—	—		2		(209)
Other comprehensive (loss) income	—			—	—			—			—		—	4		—		4
Dividends to Clorox stockholders ($1.18 per share declared)	—			—	—			(147)			—		—	—		—		(147)
Dividends to noncontrolling interests	—			—	—			—			—		—	—		(3)		(3)

Stock-based compensation	—			—	29			—			—		—	—		—		29
Other employee stock plan activities	—			—	(4)			(9)			20		133	—		—		7



Balance as of March 31, 2023	$	131		130,741	$	1,232		$	415		$	(1,277)	(7,130)	$	(498)	$	169	$	172

	Nine Months Ended March 31
(Dollars in millions except per share data; shares in thousands)	Common Stock				Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Net (Loss) Income		Noncontrolling interests		Total Stockholders’ Equity
Amount			Shares				Amount			Shares
Balance as of June 30, 2021	$	131		130,741	$	1,186		$	1,036		$	(1,396)	(7,961)	$	(546)	$	181	$	592

Net earnings	—			—	—			361			—		—	—		6		367
Other comprehensive (loss) income	—			—	—			—			—		—	27		—		27
Dividends to Clorox stockholders ($3.48 per share declared)	—			—	—			(430)			—		—	—		—		(430)
Dividends to noncontrolling interests	—			—	—			—			—		—	—		(11)		(11)

Stock-based compensation	—			—	44			—			—		—	—		—		44
Other employee stock plan activities	—			—	(35)			(16)			63		443	—		—		12
Treasury stock purchased	—			—	—			—			(25)		(152)	—		—		(25)

Balance as of March 31, 2022	$	131		130,741	$	1,195		$	951		$	(1,358)	(7,670)	$	(519)	$	176	$	576

Balance as of June 30, 2022	$	131		130,741	$	1,202		$	1,048		$	(1,346)	(7,589)	$	(479)	$	173	$	729
Net earnings (losses)	—			—	—			(27)			—		—	—		7		(20)
Other comprehensive (loss) income	—			—	—			—			—		—	(19)		—		(19)
Dividends to Clorox stockholders ($4.72 per share declared)	—			—	—			(587)			—		—	—		—		(587)
Dividends to noncontrolling interests	—			—	—			—			—		—	—		(11)		(11)

Stock-based compensation	—			—	60			—			—		—	—		—		60
Other employee stock plan activities	—			—	(30)			(19)			69		459	—		—		20



Balance as of March 31, 2023	$	131		130,741	$	1,232		$	415		$	(1,277)	(7,130)	$	(498)	$	169	$	172

NOTE 10. STOCKHOLDERS’ EQUITY (Continued)

Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:


	Three Months Ended March 31
	Foreign currency translation adjustments		Net unrealized gains (losses) on derivatives		Pension and postretirement benefit adjustments		Accumulated other comprehensive net (loss) income
Balance as of December 31, 2021	$	(431)	$	18	$	(161)	$	(574)
Other comprehensive (loss) income before reclassifications	19		48		—		67
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(3)		2		(1)
Income tax benefit (expense)	—		(11)		—		(11)
Net current period other comprehensive (loss) income	19		34		2		55
Balance as of March 31, 2022	$	(412)	$	52	$	(159)	$	(519)

Balance as of December 31, 2022	$	(459)	$	107	$	(150)	$	(502)
Other comprehensive (loss) income before reclassifications	9		(3)		—		6
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(4)		1		(3)
Income tax benefit (expense), and other	1		—		—		1
Net current period other comprehensive (loss) income	10		(7)		1		4
Balance as of March 31, 2023	$	(449)	$	100	$	(149)	$	(498)

	Nine Months Ended March 31
	Foreign currency translation adjustments		Net unrealized gains (losses) on derivatives		Pension and postretirement benefit adjustments		Accumulated other comprehensive net (loss) income
Balance as of June 30, 2021	$	(403)	$	21	$	(164)	$	(546)
Other comprehensive (loss) income before reclassifications	(9)		51		—		42
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(10)		6		(4)
Income tax benefit (expense)	—		(10)		(1)		(11)
Net current period other comprehensive (loss) income	(9)		31		5		27
Balance as of March 31, 2022	$	(412)	$	52	$	(159)	$	(519)

Balance as of June 30, 2022	$	(448)	$	121	$	(152)	$	(479)
Other comprehensive (loss) income before reclassifications	(2)		(5)		—		(7)
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(18)		4		(14)
Income tax benefit (expense), and other	1		2		(1)		2
Net current period other comprehensive (loss) income	(1)		(21)		3		(19)
Balance as of March 31, 2023	$	(449)	$	100	$	(149)	$	(498)

Included in foreign currency translation adjustments are remeasurement losses on long-term intercompany loans where settlement is not planned or anticipated in the foreseeable future. There were no amounts associated with these loans reclassified from Accumulated other comprehensive net (loss) income for the periods presented.

NOTE 11. EMPLOYEE BENEFIT PLANS

The Company has a domestic qualified pension plan (the Plan). The Plan is frozen for all participants. The Plan generally was frozen effective June 30, 2011 for all employees, except for certain collectively bargained employees, whose Plan freeze was effective January 1, 2019. As a result of the Plan freeze, no employees are eligible to commence participation in the Plan or accrue any additional benefits under the Plan.

On May 17, 2022, the Company’s Board of Directors approved a resolution to terminate the Plan. The amendment will allow the settlement of the pension obligation with either a lump sum payout or a purchased annuity. It is expected to take 18 to 24 months to complete the termination from the date of the approved resolution to terminate the Plan. The completion of the process of offering and accepting lump sum elections are dependent on when certain regulatory approvals are obtained. Currently, there is not enough information available to determine the ultimate charge of the termination. The Plan is fully funded under specified Employee Retirement Income Security Act (ERISA) funding rules as of March 31, 2023.

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


	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022

Interest cost	$	4	$	3	$	13	$	11
Expected return on plan assets (1)	(3)		(4)		(8)		(11)
Settlement loss recognized	—		1		—		1
Amortization of unrecognized items	3		3		7		7
Total	$	4	$	3	$	12	$	8

(1)The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2023 net periodic benefit cost is 2.7%.

The net periodic benefit cost for the Company’s retirement health care plans was $(1) for both the three and nine months ended March 31, 2023, and $0 for both the three and nine months ended March 31, 2022.

During both the three months ended March 31, 2023 and 2022, the Company made $8 in contributions to its domestic retirement income plans. During the nine months ended March 31, 2023 and 2022, the Company made $12 and $13 in contributions to its domestic retirement income plans, respectively.

Service cost component of the net periodic benefit cost, if any, is reflected in employee benefit costs, all other components are reflected in Other (income) expense, net.

NOTE 12. OTHER CONTINGENCIES AND GUARANTEES

Contingencies

The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $26 and $28 as of March 31, 2023 and June 30, 2022, respectively, for its share of aggregate future remediation costs related to these matters.

One matter, which accounted for $12 and $14 of the recorded liability as of March 31, 2023 and June 30, 2022, respectively, 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. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators, which has not resulted in a change to the recorded liability. While the Company believes its latest estimates of remediation costs are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.

NOTE 12: OTHER CONTINGENCIES AND GUARANTEES (continued)

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 and $9 of the recorded liability as of both March 31, 2023 and June 30, 2022, respectively. 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 agreement 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 (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.

Guarantees

In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.

The Company had not recorded any material liabilities on the aforementioned guarantees as of both March 31, 2023 and June 30, 2022.

The Company was a party to letters of credit of $14 as of March 31, 2023, primarily related to its insurance carriers, of which $0 had been drawn upon.

NOTE 13. SEGMENT RESULTS

The Company operates through strategic business units (SBUs) that are organized into the Company’s operating segments. The operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International.

Certain non-allocated administrative costs, interest income, interest expense and various other non-operating income and expenses are reflected in Corporate. Corporate assets include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes.

The tables below present reportable segment information and a reconciliation of the segment information to the Company’s consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate.


	Net sales
	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Health and Wellness	$	707	$	662	$	2,054	$	2,055
Household	550		539		1,435		1,404
Lifestyle	353		306		1,005		961
International	305		302		876		886

Total	$	1,915	$	1,809	$	5,370	$	5,306

	Earnings (losses) before income taxes
	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Health and Wellness (1)	$	(290)	$	84	$	(72)	$	245
Household	99		92		165		138
Lifestyle	83		66		217		239
International (2)	15		31		62		80
Corporate (3)	(152)		(73)		(371)		(224)
Total	$	(245)	$	200	$	1	$	478

(1)The earnings (losses) before income taxes for the Health and Wellness segment includes $433 of non-cash impairment charges related to the VMS business for the three and nine months ended March 31, 2023.

(2)The earnings (losses) before income taxes for the International segment include $12 of non-cash impairment charges related to the VMS business for the three and nine months ended March 31, 2023.

(3)The losses before income taxes for Corporate includes restructuring and related implementation costs, net for the streamlined operating model of $21 and $44 for the three and nine months ended March 31, 2023, respectively. While recorded within the Corporate segment, for informational purposes the following table provides the approximate restructuring and related implementation costs, net corresponding to the Company’s reportable segments as a percentage of the total costs:


	Three Months Ended		Nine Months Ended
	3/31/2023		3/31/2023
Health and Wellness	7	%	6	%
Household	4		2
Lifestyle	2		3
International	21		19
Corporate	66		70
Total	100	%	100	%

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, Walmart Inc. and its affiliates, as a percentage of consolidated net sales, were 26% for the three and nine months ended March 31, 2023 and 25% for the three and nine months ended March 31, 2022.

NOTE 13. SEGMENT RESULTS (Continued)

The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the periods indicated:


	Net sales
	Three Months Ended				Nine Months Ended
	3/31/2023		3/31/2022		3/31/2023		3/31/2022
Cleaning	30	%	28	%	30	%	30	%
Professional Products	4		4		5		5
Vitamins, Minerals and Supplements	3		4		3		4
Health and Wellness	37	%	36	%	38	%	39	%
Bags and Wraps	12		12		12		12
Grilling	8		10		6		6
Cat Litter	9		8		9		8
Household	29	%	30	%	27	%	26	%
Food	10		10		11		10
Natural Personal Care	4		4		4		4
Water Filtration	4		3		4		4
Lifestyle	18	%	17	%	19	%	18	%
International	16	%	17	%	16	%	17	%
Total	100	%	100	%	100	%	100	%

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