DISCONTINUED OPERATIONS

9 Months Ended

Mar. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On July 9, 2015, the Company announced the signing of a definitive agreement to divest four product categories which will be merged with Coty, Inc. (“Coty”). The divestiture was initially comprised of 43 of the Company's beauty brands (“Beauty Brands”), including the global salon professional hair care and color, retail hair color, cosmetics and fine fragrance businesses, along with select hair styling brands. Subsequent to signing, two of the fine fragrance brands, Dolce & Gabbana and Christina Aguilera, were excluded from the divestiture. In connection with the decision to exclude these brands, the Company recorded a non-cash, before-tax impairment charge in discontinued operations of approximately $48 ($42 after-tax) in the three month period ended March 31, 2016 in order to record the Dolce & Gabbana license intangible asset at its estimated net realizable value. While the ultimate form of the transaction has not yet been decided, the Company’s current preference is for a Reverse Morris Trust split-off transaction in which P&G shareholders could elect to participate in an exchange offer to exchange their P&G shares for shares of a new corporation that would hold the Beauty Brands and then immediately exchange those shares for Coty shares. The Company expects to close the transaction in the second half of calendar year 2016, pending regulatory approvals.

Coty’s offer for the Beauty Brands, which was accepted by the Company, was $12.5 billion. The final value of the transaction will be determined at closing. Based on Coty’s stock price and outstanding shares and equity grants as of March 31, 2016, the value of the transaction was approximately $13.5 billion. The value is comprised of approximately 412 million shares, or 54% of the diluted equity of the newly combined company, valued at approximately $11.5 billion and the assumption of debt of $2.0 billion by the entity holding the Beauty Brands immediately prior to close of the transaction. The assumed debt is expected to vary between $3.9 billion and $1.9 billion, depending on a $22.06 to $27.06 per share collar of Coty’s stock based on the trading price prior to the close of the transaction, but will be subject to other contractual valuation adjustments including an adjustment for the exclusion of Dolce & Gabbana and Christina Aguilera fine fragrance brands.

The Beauty Brands were historically part of the Company's Beauty reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Beauty Brands are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Beauty Brands' balance sheet positions as of March 31, 2016 and June 30, 2015 are presented as assets and liabilities held for sale in the Consolidated Balance Sheets.

In February 2016, the Company completed the divestiture of its Batteries business to Berkshire Hathaway (BH) via a split transaction, in which the Company exchanged Duracell, which the Company had infused with approximately $1.9 billion of additional cash, to repurchase all 52.5 million shares of P&G stock owned by BH. During the nine months ended March 31, 2016, the Company recorded non-cash, before-tax goodwill and indefinite-lived asset impairment charges of $402 ($350 after-tax), to reduce the value to the total estimated proceeds based on the value of BH’s shares in P&G stock at the time of the impairment charges (see Note 4). The Company recorded an after-tax gain on the final transaction of $422 to reflect the final value of the BH’s shares in P&G stock. The total value of the transaction was $4.2 billion representing the value of the Duracell business and the cash capitalization. This amount was reflected as an increase in treasury stock.

The Batteries business has historically been part of the Company's Fabric Care and Home Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Batteries business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented. Additionally, the Batteries balance sheet position as of June 30, 2015 is presented as assets and liabilities held for sale in the Consolidated Balance Sheets.

On July 31, 2014, the Company completed the divestiture of its Pet Care operations in North America, Latin America and other selected countries to Mars, Incorporated (Mars) for $2.9 billion in an all-cash transaction. Under the terms of the agreement, Mars acquired our branded pet care products and our manufacturing sites in the United States and assumed the majority of the employees working in the Pet Care business. The European Union countries were not included in the agreement with Mars. In December 2014, the Company completed the divestiture of its Pet Care operations in Western Europe to Spectrum Brands in an all-cash transaction. Under the terms of the agreement, Spectrum Brands acquired our branded pet care products and our manufacturing site in the Netherlands and assumed the majority of the employees working in the Western Europe Pet Care business. The one-time after-tax impact of these transactions was not material.

The Pet Care business was historically part of the Company’s Health Care reportable segment. In accordance with applicable accounting guidance for the disposal of long-lived assets, the results of the Pet Care business are presented as discontinued operations and, as such, have been excluded from both continuing operations and segment results for all periods presented.

On July 1, 2015, the Company adopted ASU 2014-08, which included new reporting and disclosure requirements for discontinued operations. The new requirements are effective for discontinued operations occurring on or after the adoption date, which includes the Beauty Brands divestiture. All other discontinued operations prior to July 1, 2015 are reported based on the previous disclosure requirements for discontinued operations, including the Batteries and Pet Care divestitures.

The following table summarizes Net earnings/(loss) from discontinued operations and reconciles to the Consolidated Statements of Earnings:

	Three Months Ended March 31						Nine Months Ended March 31
	2016			2015			2016		2015
Beauty Brands	$	(2	)	$	74		$	386	$	499
Batteries	448			(276		)	241		(1,699		)
Pet Care	—			(11		)	—		15
Net earnings/(loss) from discontinued operations	$	446		$	(213	)	$	627	$	(1,185	)

The Beauty Brands incurred transition costs of $55 for the nine months ended March 31, 2016. On January 26, 2016, Beauty Brands drew on its Term B loan of $1.0 billion. The proceeds will be held in restricted cash in escrow until the anticipated legal integration activities prior to close. Beauty Brands has received additional debt funding commitments with a consortium of lenders of $3.5 billion.

The following table summarizes total assets and liabilities held for sale and reconciles to the Consolidated Balance Sheets:

	March 31, 2016		June 30, 2015
	Beauty Brands		Beauty Brands		Batteries		Total
Current assets held for sale	$	7,028	$	922	$	3,510	$	4,432
Noncurrent assets held for sale	—		5,204		—		5,204
Total assets held for sale	$	7,028	$	6,126	$	3,510	$	9,636
Current liabilities held for sale	$	2,229	$	356	$	1,187	$	1,543
Noncurrent liabilities held for sale	—		717		—		717
Total liabilities held for sale	$	2,229	$	1,073	$	1,187	$	2,260

The following is selected financial information included in Net earnings/(loss) from discontinued operations for the Beauty Brands:

	Beauty Brands
	Three Months Ended March 31						Nine Months Ended March 31
	2016			2015			2016			2015
Net sales	$	1,092		$	1,212		$	3,715		$	4,293
Cost of products sold	365			400			1,193			1,400
Selling, general and administrative expense	672			702			1,983			2,270
Intangible asset impairment charges	48			—			48			—
Other non-operating income/(loss), net	(6		)	(1		)	(8		)	7
Earnings from discontinued operations before income taxes	$	1		$	109		$	483		$	630
Income taxes on discontinued operations	3			35			97			131
Net earnings/(loss) from discontinued operations	$	(2	)	$	74		$	386		$	499

The following is selected financial information included in cash flows from discontinued operations for the Beauty Brands:

	Beauty Brands
	Nine Months Ended March 31
	2016			2015
NON-CASH OPERATING ITEMS
Depreciation and amortization	$	78		$	95
Goodwill and intangible asset impairment charges	48			—
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	$	(65	)	$	(73	)

The major components of assets and liabilities of the Beauty Brands held for sale are provided below. The assets and liabilities held for sale will evolve up to the closing date for normal operational changes as well as contractual adjustments including the assumption of debt, pension plan funding and other provisions.

	Beauty Brands
	March 31, 2016 (1)		June 30, 2015
Cash	$	44	$	9
Restricted cash	995		—
Accounts receivable	307		293
Inventories	480		476
Prepaid expenses and other current assets	46		144
Property, plant and equipment, net	613		613		(2)
Goodwill and intangible assets, net	4,457		4,513		(2)
Other noncurrent assets	86		78		(2)
Total current assets held for sale	$	7,028	$	922
Total noncurrent assets held for sale	—		5,204
Total assets held for sale	$	7,028	$	6,126
Accounts payable	$	143	$	118
Accrued and other liabilities	316		238
Noncurrent deferred tax liabilities	372		352		(2)
Long-term debt	995		—
Other noncurrent liabilities	403		365		(2)
Total current liabilities held for sale	$	2,229	$	356
Total noncurrent liabilities held for sale	—		717
Total liabilities held for sale	$	2,229	$	1,073

⁽¹⁾  The Company expects the Beauty Brands transaction to close in the second half of calendar year 2016. Therefore, for the period ended March 31, 2016, all assets and liabilities held for sale are reported as current assets and liabilities held for sale on the Consolidated Balance Sheets.

⁽²⁾  Amounts as of June 30, 2015 are reflected as part of the noncurrent assets and liabilities held for sale.

The following is selected financial information included in Net earnings/(loss) from discontinued operations for the Batteries and Pet Care businesses:

	Three Months Ended March 31													Nine Months Ended March 31
	2016				2015									2016				2015
	Batteries				Batteries			Pet Care			Total			Batteries				Batteries			Pet Care			Total
Net sales	$	320			$	398		$	12		$	410		$	1,517			$	1,786		$	247		$	2,033
Earnings before impairment charges and income taxes	35				43			(7		)	36			266				436			7			443
Impairment charges	—				(308		)	—			(308		)	(402		)		(2,021		)	—			(2,021		)
Income tax (expense)/benefit	(9		)		(11		)	1			(10		)	(45		)		(114		)	(5		)	(119		)
Gain/(loss) on sale before income taxes	(288		)		—			(3		)	(3		)	(288		)		—			202			202
Income tax (expense)/benefit on sale	710			(1)	—			(2		)	(2		)	710			(1)	—			(189		)	(189		)
Net earnings/(loss) from discontinued operations	$	448			$	(276	)	$	(11	)	$	(287	)	$	241			$	(1,699	)	$	15		$	(1,684	)

⁽¹⁾  The income tax benefit of the Batteries divestiture primarily represents the reversal of underlying deferred tax balances.

The major components of current assets and current liabilities of the Batteries business held for sale were as follows:

	Batteries
	June 30, 2015
Cash	$	25
Accounts Receivable	245
Inventories	304
Prepaid expenses and other current assets	28
Property, plant and equipment, net	496
Goodwill and intangible assets, net	2,389
Other noncurrent assets	23
Total current assets held for sale	$	3,510
Accounts payable	$	195
Accrued and other liabilities	194
Long-term debt	18
Noncurrent deferred tax liabilities	780
Total current liabilities held for sale	$	1,187