Fitch Ratings has affirmed and withdrawn the following ratings for The Clorox Company (Clorox):

--Long-term Issuer Default Rating (IDR) at 'BBB+';

--Short-term IDR at 'F2';

--$1.1 billion revolving credit facility (RCF) at 'BBB+';

--Senior unsecured notes at 'BBB+';

--Commercial paper (CP) program at 'F2'.

Fitch has withdrawn Clorox's ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient.

KEY RATING DRIVERS

Moderate Leverage:

Clorox's commitment to operating with leverage of 2.0x-2.5x is a key support for its ratings. The company has been below the low end of its target in each of the past three years and ended at 1.8x at the last 12 months ended Sept. 30, 2015. The company has a strong cushion for discretionary activities within its publicly stated leverage targets.

Stable Operations:

The company is lean and efficient with selling and administration to sales steady at 14%. This is one of the best metrics in the sector. EBITDA has seen little variance at $1.1 billion to $1.3 billion over the past five years with EBITDA margins improving modestly each year from 20% to 22%.

Intermittent Input Cost Pressures:

Commodities used in the manufacturing process such as resin can experience periods of price volatility and pressure margins. Clorox's leadership position has allowed it to adjust prices quickly, and, in combination with ongoing cost-savings programs, margin compression has typically been short-term in nature.

Mature Categories:

Clorox's categories span the gamut from household cleaning products such as Tilex to Kingsford charcoal briquettes and Hidden Valley ranch salad dressings. However, given the company's primarily domestic orientation and high household penetration, organic growth rates averaged around 3% over the past five years mainly driven by pricing initiatives.

KEY ASSUMPTIONS

--Organic top line growth of 2% annually;

--SG&A/Sales remaining in the 14% range;

--Free cash flow defined as operating cash flow less capital expenditures less dividends in the $300 million range;

--Leverage at or below 2.5x.

RATING SENSITIVITIES

Rating sensitivities are no longer relevant given today's rating withdrawals.

LIQUIDITY

The company has $1.4 billion in liquidity, comprising primarily its $1.1 billion RCF which matures in 2019 and nearly $400 million in cash at Sept. 30, 2015. The company has $2.2 billion in debt. Maturities are modest with only one note coming due in the next five years - a $400 million, 5.95% note due in October 2017.

Clorox's free cash flow has averaged $290 million over the past three years, and Fitch expects it to remain in this range for the fiscal year ending June 2016.

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=997535

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=997535

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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