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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transmission period from _________________
to _________________
Commission file number 1-07151
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 31-0595760
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 Broadway, Oakland, CA 94612-1888
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (510) 271-7000
Securities registered pursuant to Section 12(b)
of the Act:
Name of each exchange
Title of each class on which registered
- ------------------------ -----------------------
Common Stock, $1 par value New York Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g)
of the Act: NONE.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
Aggregate market value of voting stock held by non-affiliates
of the registrant at July 29, 1994: $1,861,402,866.
Number of shares of common stock outstanding
at July 29, 1994; 53,373,421.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders
for the Year Ended June 30, 1994 are incorporated by reference
into Parts I, II and IV of this Report. Portions of the
registrant's definitive Proxy Statement for the Annual
Meeting of Stockholders to be held on November 16, 1994,
which will be filed with the United States Securities and
Exchange Commission within 120 days after the end of the
registrant's fiscal year ended June 30, 1994, are
incorporated by reference into Part III of this Report.
PART I
ITEM l. BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS.
The Company (the term "Company" as used herein includes the
registrant identified on the facing sheet, The Clorox Company,
and its subsidiaries, unless the context indicates otherwise)
was originally founded in Oakland, California in 1913 as the
Electro-Alkaline Company. It was reincorporated as Clorox
Chemical Corporation in 1922, as Clorox Chemical Co. in
1928, and as The Clorox Company (an Ohio corporation) in
1957, when the business was acquired by The Procter &
Gamble Company. The Company was fully divested by The
Procter & Gamble Company in 1969 and, as an independent
company, was reincorporated in 1973 in California as
The Clorox Company. In 1986, the Company was
reincorporated in Delaware.
The Clorox Company Annual Report for the Year Ended
June 30, 1994 ("Annual Report") to its stockholders is
included in this Form l0-K. Portions of the Annual Report
are incorporated herein by specific reference.
During fiscal year 1994, the Company continued the
implementation of a new strategy for its domestic
business. The process of divestiture of the Company's
frozen food product lines and its bottled water
business was completed. In its continuing operations,
the Company continued to focus on expanding the business
through internal development of new products and line
extensions of existing products. The Company introduced
14 new products in the U.S. during fiscal year 1994.
It also continued its strategy of considering
strategic acquisitions and, in that regard, acquired
S.O.S brand soap pads during the fiscal year. In
addition to the S.O.S domestic business, the S.O.S
acquisition provided a major source of growth in the
Company's Canadian operations.
Internationally, the Company continued the implementation
of its strategy of expanding its laundry, household
cleaning and insecticide businesses to markets where
these categories are not yet fully developed, but
where high potential exists. With Yuhan Corporation,
the Company formed the joint venture Yuhan-Clorox Co.,
Inc., which is now the leading bleach producer in the Republic
of Korea. During fiscal year 1994, the Company made two
acquisitions of bleach businesses in Chile and reached a
definitive agreement to acquire the leading scrubber pad
and stain remover business in Argentina, the acquisition of
which was completed in July 1994. The Company is in the
process of completing a merger of its Argentine subsidiaries,
following the increase of the Company's ownership of its
Argentine operations which occurred at the end of fiscal
year 1993.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company's operations are predominantly in one segment
- -- non-durable household consumer products. Such
operations include the production and marketing of
non-durable consumer products sold primarily through
grocery and other retail stores. Financial information
for the last three fiscal years attributable to the
Company's operations is set forth in the Consolidated
Financial Statements, pages 20 through 29 of the
Annual Report, incorporated herein by this reference.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
PRINCIPAL PRODUCTS. Products currently marketed in the
United States and certain foreign countries are listed
on page 36 of the Annual Report, incorporated herein
by this reference.
PRINCIPAL MARKETS - METHODS OF DISTRIBUTION. Most
non-durable household consumer products are
nationally advertised and sold within the United
States to grocery stores through a network of
brokers that was reduced through consolidation during
fiscal year 1994, and to mass merchandisers, warehouse clubs,
military and other retail stores primarily through
a direct sales force. The Company also sells,
within the United States, institutional versions of specialty
food and non-food products. Outside the United States, the
Company sells consumer products through subsidiaries,
licensees, distributors and joint venture arrangements
with local partners.
SOURCES AND AVAILABILITY OF RAW MATERIALS. The Company
has obtained ample supplies of all required raw materials
and packaging supplies, which, with a few exceptions,
were available from a wide variety of sources during
fiscal year 1994. Contingency plans have been developed
for single sourced supplier materials. No supply problems
are presently anticipated.
PATENTS AND TRADEMARKS. Although some products are
covered by patents, the Company does not believe that
patents, patent licenses or similar arrangements are
material to its business. Most of the Company's brand
name consumer products are protected by registered
trademarks. Its brand names and trademarks are extremely
important to its business and the Company pursues a
course of vigorous action against apparent infringements.
SEASONALITY. The only portions of the operations of the
Company which have any significant degree of seasonality
are the marketing of charcoal briquets and insecticides.
Most sales of these product lines occur in the third and
fourth fiscal quarters. Working capital to carry
inventories built up in the off-season and to extend
terms to customers is generally provided by internally
generated funds plus commercial paper lines of credit.
CUSTOMERS AND ORDER BACKLOG. During fiscal year 1994,
revenue from the Company's sales of its products to
Wal-Mart Stores, Inc. and its affiliated companies
exceeded 10% of the Company's gross consolidated
revenues. Except for this relationship, the Company is
not dependent upon any other single customer or a
few customers. Order backlog is not a significant
factor in the Company's business.
RENEGOTIATION. None of the Company's operations is
subject to renegotiation or termination at the election
of the Federal government.
COMPETITION. The markets for consumer products are highly
competitive and most of the Company's products compete
with other nationally advertised brands within each
category, and with "private label" brands and "generic"
non-branded products of grocery chains and wholesale
cooperatives. Competition is encountered from similar
and alternative products, many of which are produced
and marketed by major national concerns having financial
resources greater than those of the Company.
A newly introduced consumer product (whether improved or
newly developed) usually encounters intense competition
requiring substantial expenditures for advertising and
sales promotion. If a product gains consumer acceptance,
it normally requires continuing advertising and promotional
support to maintain relative market position.
RESEARCH AND DEVELOPMENT. The Company's operations
incurred expenses of approximately $44,558,000 in fiscal
year 1994, $42,445,000 in fiscal year 1993 and
$42,052,000 in fiscal year 1992 on research activities
relating to the development of new products or the maintenance
and improvement of existing products. None of such research
activity was customer sponsored.
ENVIRONMENTAL MATTERS. The Company does not anticipate
making material capital expenditures in the future for
environmental control facilities or to comply with
environmental laws and regulations. However, in general,
the Company does anticipate spending increasing amounts
annually for facility upgrades and for environmental
programs. The amount of capital expenditures for
environmental compliance was not material in fiscal
year 1994 and is not expected to be material in the
next fiscal year.
In addition, the Company is involved in certain
other environmental matters, as follows:
(i) The Company sold its architectural coatings business
in fiscal year 1990. In connection with the disposition
of those manufacturing facilities, the Company retained
responsibility for certain environmental obligations.
The financial reserve established at the time of the
sale is expected to be adequate to cover the financial
responsibilities for environmental matters which may
arise in the future.
(ii) The Company has been named as a potentially
responsible party ("PRP") by the Environmental Protection
Agency pursuant to the Spill Compensation and Control
Act, the Sanitary Landfill Closure and Contingency Fund
Act, and a section of the Solid Waste Management Act,
for two sites in New Jersey. Based on the Company's
experience and because the Company's level of
involvement is extremely limited, the Company does not
expect that these matters will represent a material
cost to the Company in the future.
(iii) The Company received a "No Further Action"
letter regarding New Jersey Industrial Site Recovery
Act requirements related to the sale of its Jersey
City, New Jersey manufacturing facility, which occurred
during fiscal year 1994. The Company does not expect
that the cost of any future environmental liability
in connection with the sale of this facility will
be material.
(iv) The Company operates a water treatment
operation at its former Oakland, California
manufacturing location. This operation will be
an on-going cost for the foreseeable future. A
financial reserve established in an earlier year
is considered by management to be adequate to
cover the future costs of this water treatment
operation.
(v) During fiscal year 1994, the Company executed an
"Administrative Order on Consent" indicating its
willingness to participate in a "de minimis"
settlement offer relating to its alleged involvement at
the American Chemical Services site in Griffith, Indiana.
The Company does not expect the settlement to represent
a material cost in the future.
(vi) The Company has been identified as a PRP by the
Environmental Protection Agency for a site in Johnson
County, Kansas. The Company is currently negotiating a
settlement of this matter, which is not expected to
represent a material cost to the Company.
(vii) The Company has incurred environmental remediation
costs at one of its facilities in Chicago, Illinois,
which are not material. The Company is seeking
reimbursement of all these costs from an adjacent
property owner.
(viii) The Company has announced that it contemplates
the sale of its Dyersburg, Tennessee manufacturing facility
and its Frederick, Maryland manufacturing facility.
Customary environmental investigations are being conducted
in conjunction with the contemplated sales of these sites.
The Company does not expect that material environmental
liabilities will be identified, and accordingly has not
recorded any loss contingencies.
(ix) The Company has been named in a private action
by a party seeking contribution by the Company for
remediation costs relating to a site that the Company
may have formerly been associated with in Dickinson
County, Michigan. Although the parties are currently
in the discovery process and the basis for the Company's
potential liability has not yet been clearly
identified, the Company does not expect that this
matter will represent a material cost in the future.
Although the potential cost to the Company related to
the above ongoing environmental matters is uncertain
due to such factors as: the unknown magnitude of possible
pollution and clean-up costs; the complexity and evolving
nature of governmental laws and regulations and their
interpretations; and the timing, varying costs and
effectiveness of alternative clean-up technologies; based
on its experience and without offsetting for expected
insurance recoveries or discounting for present value,
the Company does not expect that such costs individually
and in the aggregate will represent a material cost to
the Company or affect its competitive position.
NUMBER OF PERSONS EMPLOYED. At the end of fiscal year 1994,
approximately 4,850 persons were employed by the Company's
continuing operations.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES.
Net sales, pretax earnings and identifiable assets
related to foreign operations and export sales are
each below l0% of the respective consolidated amounts
for the Company for fiscal year 1994, have been below
these levels for the two preceding fiscal years, but
may not be indicative of future levels due to the
Company's strategy to expand its international operations.
ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production
and major warehouse facilities for its operations in
approximately 30 locations in the United States, Puerto Rico,
Canada, Mexico, Argentina, Chile and the Republic of Korea.
The vast majority of the space is owned. Some space,
mainly for warehousing, is leased. The facility in Jersey
City, New Jersey was sold during fiscal year 1994. The
Frederick, Maryland facility was closed in August 1994.
As part of the acquisition of S.O.S in fiscal year 1994,
the Company acquired two facilities, one in the United States
and the other in Canada. The Canadian S.O.S facility is
scheduled to be closed in fiscal year 1995. The Company
considers its manufacturing and warehousing facilities to
be adequate to support its business.
OFFICES AND TECHNICAL CENTER. The Company's general office
building is owned and is located in Oakland, California. The
Company also occupies leased office space in Oakland one
block from its general office building. The Company's
Technical Center and Data Center are owned and are located
in Pleasanton, California. Leased sales and other office
facilities are located at a number of manufacturing and
other locations.
ENCUMBRANCES. None of the Company's owned facilities
are encumbered to secure debt owed by the Company, except
that the manufacturing facility in Wheeling, Illinois
secures industrial revenue bond indebtedness incurred in
relation to the construction thereof.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and current positions of the executive
officers of the Company are set forth below:
Name (Age) and Year Elected to
Current Position Title and Current Position(s)
G. C. Sullivan (54) 1992 Chairman of the Board, Chief Executive Officer
and President
W. F. Ausfahl (54) 1983 Group Vice President and Chief
Financial Officer
E. A. Cutter (55) 1992 Senior Vice President-General Counsel
and Secretary
N. P. DeFeo (48) 1993 Group Vice President-U.S. Operations
R. A. Llenado (47) 1992 Group Vice President-Technical
P. N. Louras, Jr. (44) 1992 Group Vice President
A. W. Biebl (44) 1992 Vice President-Manufacturing, Engineering and
Distribution
J. M. Brady (40) 1993 Vice President-Human Resources
J. O. Cole (53) 1992 Vice President-Corporate Affairs
R. T. Conti (39) 1992 Vice President-International
L. Griffey (58) 1993 Vice President-International
Manufacturing
G. E. Johnston (47) 1993 Vice President-Kingsford Products Division
R. C. Klaus (49) 1990 Vice President-Professional Products
D. C. Murray (58) 1989 Vice President-Household Products
L. S. Peiros (39) 1993 Vice President-Corporate Marketing
Services
J. D. M. Robertson (42) 1993 Vice President-Foods Products Division
K. M. Rose (45) 1993 Vice President-Treasurer
H. J. Salvo, Jr. (46) 1991 Vice President-Controller
B. A. Sudbury (47) 1992 Vice President-Research and
Development
F. A. Tataseo (40) l994 Vice President-Sales
E. N. Wheeler (55) l992 Vice President-Health, Safety
and Environment
C. E. Williams (45) 1993 Vice President-Information Services
There is no family relationship between any of the above
named persons, or between any of such persons and any of
the directors of the Company or any persons nominated
for election as a director of the Company. See Item 10 of
Part III of this Form 10-K.
The current term of office of each officer is from the
date of the officer's election to the date of the first
Board of Directors' meeting following the next Annual
Meeting of Stockholders or until the officer's successor
is elected, subject to the power of the Board of Directors
to remove any officer at any time.
W. F. Ausfahl and D.C. Murray have been employed by the
Company for at least the past five years in the same
respective positions as listed above. The other executive
officers have held the respective positions described below
for at least the past five years:
G. C. Sullivan joined the Company in 1971 in the sales
department of Household Products. Prior to his election
as Chairman of the Board, Chief Executive Officer and
President in 1992, he was Group Vice President from 1989
through 1992 and Vice President-Household Products from
1984 through 1989.
E. A. Cutter joined the Company in June 1983 as Vice
President-General Counsel and Secretary. He held this
position through June 1, 1992, when he was elected
Senior Vice President-General Counsel and Secretary,
with additional responsibility for the Company's
government affairs and community affairs functions.
N. P. DeFeo joined the Company in June 1993 as Group Vice
President-U.S. Operations. Previously, he had been with
The Procter & Gamble Company for 25 years. His last position
there was as Vice President and Managing Director of
Worldwide Strategic Planning, Laundry and Cleaning Products.
R. A. Llenado joined the Company in September 1991 as Group
Vice President. Prior to joining the Company, he was Vice
President, Research and Development, L & F Products, Inc.
(formerly Lehn & Fink Products Group, a subsidiary of
Eastman Kodak Co.) from 1988 to 1991.
P. N. Louras, Jr. joined the Company in April 1980 as Manager,
Analysis and Control, Kingsford Products. Prior to his
election as Group Vice President effective June 1, 1992,
he was Vice President-International from August 1990
through May 1992, Vice President-Controller from July
1988 through August 1990 and Controller, Household
Products from 1987 through July 1988.
A. W. Biebl joined the Company in 1981 as Manufacturing
Manager, Food Service. Prior to his election as Vice
President-Manufacturing, Engineering and Distribution
effective June 1, 1992, he was Vice President-Kingsford
Products from 1989 through May 1992 and Vice President-Food
Service Products from 1985 through 1989.
J. M. Brady joined the Company in 1976 as a brand assistant
in Marketing, Household Products. From November 1991
until her election as Vice President-Human Resources in
September 1993, she was Vice President-Corporate
Marketing Services. She was director of Corporate
Marketing Services from August 1991 through November
1991, Director of Marketing, Kingsford Products from
1989 through August 1991 and held various marketing
positions for Household Products and Kingsford
Products from 1987 through 1989.
J. O. Cole joined the Company in 1973 as an attorney in
its Legal Services Department. He has served in
numerous capacities in that Department and was named
Associate General Counsel in 1992. In November 1992, he
was elected to the position of Vice President-Corporate
Affairs.
R. T. Conti joined the Company in 1982 as Associate Region
Sales Manager, Household Products. Prior to his election
as Vice President-International effective June 1, 1992, he
was Area General Manager-International for Europe, Middle
East and Africa from 1990 through May 1992 and Manager of
Sales Planning for Household Products from 1987 through 1990.
G. E. Johnston joined the Company in July 1981 as Regional
Sales Manager-Special Markets. Prior to his election as
Vice President-Kingsford Product Division effective
November 17, 1993, he was Vice President-Corporate
Development from June 1992 through November 16, 1993,
and Director of Corporate Development from 1991 through
May 1992, and Director of Business Development from
September 1989 through 1991.
R. C. Klaus joined the Company in 1977 as Region Sales
Manager-Household Products. He was elected as Vice
President-Food Service Products in May 1990 and his title
was changed to Vice President-Professional Products in
July 1993 when the Food Services division was renamed
the Professional Products division; and he was General
Manager-Food Service Products from May 1989 through
May 1990.
L. S. Peiros joined the Company in 1982 and was elected
Vice President-Corporate Marketing Services effective
September 1993. From June 1992 until his election to
his current position he was Director of Marketing-Household
Products and from August 1991 through June 1992 he was
Director of Marketing-Kingsford Products. Prior to that
he had served in various marketing positions in both
Household Products and Kingsford Products.
J. D. M. Robertson joined the Company in 1977 as
Marketing Manager of The Clorox Company of Canada, Ltd.
Prior to his election as Vice President-Food Products
Division effective November 17, 1993, he was Vice
President-Kingsford Products from June 1992 through
November 16, 1993, and Director of Marketing, Household
Products from 1989 through May 1992.
K. M. Rose joined the Company in 1978 as a financial analyst.
Prior to her election as Vice President-Treasurer effective
July 15, 1992, she was Controller, Household Products from
July 1988 through July 1992. Beginning October 1, 1994, she
will also have responsibility for the Company's investor
relations and risk management functions.
H. J. Salvo, Jr. joined the Company in 1972 as a staff
accountant. Prior to his election as Vice President-Controller
in November 1990, he was Director of Business Development
from October 1989 through September 1990 and had served
as Controller for three of the Company's operating units
from 1983 through September 1989.
B. A. Sudbury joined the Company in 1978 as Project Leader
in Research and Development. Prior to his election as
Vice President-Research and Development effective June 1,
1992, he was Director of Research and Development, Household
Products from 1985 through May 1992.
F. A. Tataseo will join the Company in October 1994 as
Vice President-Sales. Previously, he was employed by
The Pillsbury Company (Division of Grand Metropolitan Inc.)
as Vice President, Sales (March - September 1994), and as
Vice President, Direct Sales Force (June 1993 - February
1994); and by The Procter & Gamble Company as Sales
Merchandising Division Manager, Soap Sector (May 1992 -
May 1993); as Division Sales Manager, Laundry Products
Category (November 1990 - April 1993); and as Division
Sales Manager, Fabric Care Category (July 1988 -
October 1990).
E. N. Wheeler joined the Company in 1973 as Manager of
Food Product Development. Prior to his election as
Vice President-Health, Safety and Environment effective
June 1, 1992, he was Vice President-Research and
Development from 1981 through May 1992.
C. E. Williams joined the Company in May 1993 as Vice
President-Information Services. From 1987 until he
joined the Company, Mr. Williams was Director of
Information Services of the Fritz Companies, Inc.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION.
The principal markets for Clorox Common Stock are the
New York and Pacific Stock Exchanges. The high and
low sales prices quoted for New York Stock Exchange-Composite
Transactions Report for each quarterly period during the
past two fiscal years appears under "Quarterly Data,"
page 32 of the Annual Report, incorporated herein by
this reference, and on July 29, 1994, the closing
price for the Company's stock was $49.75 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common
Stock as of July 29, 1994 was 12,539 based on information
provided by the Company's transfer agent.
(c) DIVIDENDS.
The amount of quarterly dividends paid with respect to
Clorox Common Stock during the past two fiscal years
appears under "Quarterly Data," page 32 of the Annual
Report, incorporated herein by this reference.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Financial Summary," pages
30 and 31 of the Annual Report, incorporated herein by
this reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
This information appears under "Management's Discussion
and Analysis," pages 18 and 19 of the Annual Report,
incorporated herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages 18 through 28 and
32 of the Annual Report, incorporated herein by
this reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM l0. DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
Information regarding each nominee for election as a
director, including those who are executive officers of
the Company, appears under "Nominees for Election as
Directors" of the definitive Proxy Statement of the
Company, which will be filed with the United States
Securities and Exchange Commission within 120 days after
the end of the registrant's fiscal year ended June 30,
1994 ("Proxy Statement"), incorporated herein by
this reference.
Pursuant to Instruction 3 to Item 401(b) of
Regulation S-K, information regarding the executive
officers of the registrant is reported in Part I of
this Report.
The information required by Item 405 of Regulation
S-K appears under "Compliance with Section 16(a) of
the Exchange Act" of the Proxy Statement, incorporated
herein by this reference.
ITEM ll. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K
appears under "Organization of the Board of Directors,"
Employee Benefits and Management Compensation Committee
Report on Compensation," "Summary Compensation Table,"
"Options and Stock Appreciation Rights," "Comparative
Stock Performance," "Pension Plan," and "Supplemental
Executive Retirement Plan" of the Proxy Statement,
all incorporated herein by this reference.
ITEM l2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
Information concerning the only entity or person known
to the Company to be the beneficial owner of more than
5% of its Common Stock appears under "Beneficial
Ownership of Voting Securities" of the Proxy Statement,
incorporated herein by this reference.
(b) SECURITY OWNERSHIP OF MANAGEMENT.
Information concerning the beneficial ownership of
the Company's Common Stock by each nominee for
election as a director appears under "Nominees for
Election as Directors" of the Proxy Statement and
by all directors and executive officers as a group
appears under "Beneficial Ownership of Voting Securities"
of the Proxy Statement, both incorporated herein by
this reference.
ITEM l3. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Information concerning transactions with directors,
nominees for election as directors, management and
the beneficial owner of more than 5% of the Company's
Common Stock appears under "Beneficial Ownership of
Voting Securities" of the Proxy Statement, incorporated
herein by this reference.
PART IV
ITEM l4. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) Financial Statements: Page
Financial Statements and Independent Auditors' Report Copy
included in the Annual Report, incorporated herein by this Included
reference:
Statements of Consolidated Earnings for the years
ended June 30, 1994, l993 and l992
Consolidated Balance Sheets, June 30, 1994 and l993
Statements of Consolidated Stockholders' Equity for
the years ended June 30, 1994, l993 and l992
Statements of Consolidated Cash Flows for the years
ended June 30, 1994, l993 and l992
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Data
(2) Financial Statement Schedules as of June 30, 1994
or for the years ended June 30, 1994, l993 and l992, as applicable:
Independent Auditors' Report on Financial Statement 17
Schedules
I Short-Term Investments 18
V Property, Plant and Equipment 19
VI Accumulated Depreciation and Amortization of 20
Property, Plant and Equipment
VIII Valuation and Qualifying Accounts and Reserves 21
IX Short-Term Borrowings 22
X Supplementary Income Statement Information 23
Other schedules have been omitted because of the absence
of conditions under which they are required, or because
the information is shown elsewhere in this Form 10-K.
(3) Executive Compensation Plans and Arrangements:
Stock Option Plan (1977), amended 10/16/80, 7/21/82, 6/21/83,
10/19/83 and 11/17/93 (Exhibit 10(i) to Annual Report on Form 10-K
for the year ended June 30, 1994)
Long-Term Compensation Program dated October 21, 1987,
amended 11/17/93 (Exhibit 10(ii) to Annual Report on Form 10-K
for the year ended June 30, 1994)
Officer Employment Contract (form) (Exhibit 10(ix) to Annual Report
on Form 10-K for the year ended June 30, 1993)
Supplemental Executive Retirement Plan dated July 17, 1991 (Exhibit 10(x)
to Annual Report on Form 10-K for the year ended June 30, 1993)
(b) Current Reports on Form 8-K during the fourth quarter of fiscal year 1994:
None.
(c) Exhibits:
Index to Exhibits follows.
(d) (Not applicable)
Index to Exhibits
(2) (Not applicable)
(3) (i) Certificate of Incorporation dated October 22, 1986 (filed as Exhibit (3)(i) to Annual Report on Form 10-K
for the year ended June 30, 1987, incorporated herein by this reference)
(ii)Bylaws dated November 18, 1992 (restated) (filed as Exhibit 3(ii) to Quarterly Report on Form 10-Q for
the quarter ended December 31, 1992, incorporated herein by this reference)
(4) (i) Form of Indenture between the Company and Wachovia Bank & Trust Company, N.A. as Trustee, regarding
$200,000,000 in 8.8% Notes due 2001 (filed as Exhibit 4 to Registration Statement on Form S-3
No. 33-4083 dated May 24, 1991, incorporated herein by this reference)
(ii) Prospectus Supplement (to Prospectus dated July 9, 1991) giving terms of the Indenture referenced in Exhibit
4 (i) above (filed on July 18, 1991, 1991, supplementing the Registration Statement on Form S-3 No.
33-4083 dated May 24, 1991, and incorporated herein by this
reference)
(9) (Not applicable)
(10) Material contracts:
(i) Stock Option Plan (1977) (Amended l0/l6/80, 7/2l/82, 6/2l/83, l0/l9/83, 9/18/85, 11/20/85, 7/15/87
and 11/17/93) (Exhibit 10(i) to Annual Report on Form 10-K for the year ended June 30, 1994)
(ii) Long-Term Compensation Program dated October 21, 1987 (filed as Exhibit 10(ii) to Annual Report
on Form 10-K for the year ended June 30, 1994)
(iii) Agreement between Henkel KGaA and the Company dated June l8, l98l (filed as Exhibit (l0)(v) to
Form 8 dated August ll, l983, incorporated herein by this reference)
(iv) Agreement between Henkel GmbH (now Henkel KGaA) and the Company dated July 3l, l974 (filed as Exhibit
(l0)(vi) to Form 8 dated August ll, l983, incorporated herein by this reference)
(v) Agreement between Henkel KGaA and the Company dated November l6, l98l (filed as Exhibit (l0)(vii)
to Form 8 dated August ll, l983, incorporated herein by this reference)
(vi) Agreement between Henkel KGaA and the Company dated July 16, 1986 (filed as Exhibit B to Current Report
on Form 8-K for March 19, 1987, incorporated herein by this reference)
(vii) Agreement between Henkel KGaA and the Company dated March 18, 1987 (filed as Exhibit A to Current Report
on Form 8-K for March 19, 1987, incorporated herein by this reference)
(viii) Agreement between Henkel KGaA and the Company dated January 16, 1992 (filed as Exhibit 10(xi) to Annual
Report on Form 10-K for the year ended June 30, 1992, incorporated herein by this reference)
(ix) Officer Employment Contract (form) (filed as Exhibit 10(ix) to Annual Report on Form 10-K for the year
ended June 30, 1993, incorporated herein by this reference)
(x) Supplemental Executive Retirement Plan dated July 17, 1991 (filed as Exhibit 10(x) to Annual Report on
Form 10-K for the year ended June 30, 1993, incorporated herein by this reference)
(xi) 1993 Directors' Stock Option Plan dated November 17, 1993 (filed as Exhibit 10(xi) to Annual Report
on Form 10-K for the year ended June 30, 1994)
(11) (Not applicable)
(12) (Not applicable)
(13) Annual Report, following the Financial Statement Schedules of this Form 10-K
(16) (Not applicable)
(l8) (Not applicable)
(21) Subsidiaries of the registrant, following Exhibits 10(i)(ii) and (xi) of this Form 10-K
(22) (Not applicable)
(23) Independent Auditors' Consent, following Exhibit 21 of this Form 10-K
(24) (Not applicable)
(26) (Not applicable)
(27) Financial Data Schedule, following Exhibit 23 of this Form 10-K
(28) (Not applicable)
SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the
Securities Exchange Act of l934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE CLOROX COMPANY
Date: September 21, 1994 By: /s/G. C. Sullivan
G. C. Sullivan, Chairman of the
Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of
l934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/G.C. Sullivan Chairman of the Board & Director (Chief Executive Officer) September 21, 1994
G. S. Sullivan
/s/W. F. Ausfahl Group Vice President & Director (Principal Financial Officer) September 21, 1994
W. F. Ausfahl
/s/s/D. Boggan, Jr. Director September 21, 1994
D. Boggan, Jr.
/s/J. W. Collins Director September 21, 1994
J. W. Collins
/s/U. Fairchild Director September 21, 1994
U. Fairchild
(signatures continue)
/s/J. Krautter Director September 21, 1994
J. Krautter
/s/J. Manchot Director September 21, 1994
J. Manchot
/s/D. O. Morton Director September 21, 1994
D. O. Morton
/s/E. L. Scarff Director September 21, 1994
/E. L. Scarff
s/L. R. Scott Director September 21, 1994
L. R. Scott
/s/F. N. Shumway Director September 21, 1994
F. N. Shumway
/s/J. A. Vohs Director September 21, 1994
J. A. Vohs
/s/C. A. Wolfe Director September 21, 1994
/s/H. J. Salvo, Jr. Vice President-Controller (Principal Accounting Officer) September 21, 1994
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULES
The Stockholders and the Board of Directors
of The Clorox Company:
We have audited the consolidated financial statements of
The Clorox Company and its subsidiaries as of June 30,
1994 and 1993, and for each of the three years in the
period ended June 30, 1994, and have issued our report thereon
dated August 11, 1994; such consolidated financial statements
and report are included in your 1994 Annual Report to
Stockholders and are incorporated herein by reference. Our
audits also included the financial statement schedules of
The Clorox Company and its subsidiaries listed in
Item 14(a)(2). These financial statement schedules are the
responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly in all material
respects the information set forth therein.
/s/Deloitte & Touche
San Francisco, California
August 10, 1994
SCHEDULE I
THE CLOROX COMPANY AND SUBSIDIARIES
SHORT-TERM INVESTMENTS
June 30, 1994
(In thousands)
COLUMN A COLUMN B COLUMN C
Principal Amount
Name of Issuer and of Bonds Cost of
Title of Each Issue and Notes Each Issue
Eurodollar Time Deposits,
issued by J. P. Morgan $50,624 $50,624
Eurodollar Time Deposits 6,000 6,000
Repurchase Agreements 26,600 26,600
Certificate of Deposits 3,000 3,000
Foreign Government Notes 13 13
Total $85,877 $85,877
======== ========
[FN]
Names of issuers have been omitted when no security of the
same issuer in the aggregate is more than two percent of
total assets.
Information required by Columns D & E is omitted since
short-term investments are valued at cost, and such cost
approximates market value.
SCHEDULE V
THE CLOROX COMPANY AND SUBSIDIARIES
PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(In thousands)
- ----------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
Balance at Other Balance at
beginning Additions changes - end
Classification of period at cost Retirements add(deduct) of period
- ----------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1994
Land and improvements $57,594 $3,309 $1,860 ($38) $59,005
Buildings 262,198 13,673 13,767 (140) 261,964
Machinery & equipment 443,157 69,930 16,769 (415) 495,903
Construction in progress 51,304 (14,146) 3,496 (12) 33,650
-------- ------- -------- ------ ---------
Total $814,253 $72,766 35,892 ($605) $850,522
========= ======= ======== ====== =========
YEAR ENDED JUNE 30, 1993
Land and improvements $50,214 $7,685 $290 ($15) $57,594
Buildings 243,933 26,090 7,713 (112) 262,198
Machinery & equipment 352,039 110,573 19,237 (218) 443,157
Construction in progress 106,116 (53,314) 1,495 (3) 51,304
-------- ------- -------- ------ ---------
Total $752,302 $91,034 $28,735 ($348) $814,253
========= ======= ======== ====== =========
YEAR ENDED JUNE 30, 1992
Land and improvements $44,651 $6,195 $622 ($10) $50,214
Buildings 232,415 12,412 818 (76) 243,933
Machinery & equipment 319,431 41,415 8,672 (135) 352,039
Construction in progress 52,153 55,738 1,773 (2) 106,116
-------- ------- -------- ------ ---------
Total $648,650 $115,760 $11,885 ($223) $752,302
========= ======= ======== ====== =========
Significant additions in all three years related to expansion of processing and packaging facilities and
equipment.
Effect of translating property, plant and equipment of foreign subsidiaries using the exchange rates
in effect at the balance sheet date as required by Statement of Financial Accounting Standards No. 52
(see Note 1 to Consolidated Financial Statements, page 24 of the Annual Report, incorporated
herein by this reference).
SCHEDULE VI
THE CLOROX COMPANY AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(In thousands)
- ----------------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
Additions (1)
Balance at charged to Other Balance at
beginning costs & changes - end
Classification of period expenses Retirements add(deduct) of period
- ----------------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1994
Land and improvements $6,417 $1,196 $498 ($9) $7,106
Buildings 68,354 12,054 4,753 (48) 75,607
Machinery & equipment 201,381 48,410 14,367 (215) 235,209
-------- ------- ------- ------ --------
Total $276,152 $61,660 $19,618 ($272) $317,922
======== ======= ======= ====== ========
YEAR ENDED JUNE 30, 1993
Land and improvements $5,468 $943 ($14) ($8) $6,417
Buildings 59,179 11,877 2,665 (37) 68,354
Machinery & equipment 179,026 38,712 16,200 (157) 201,381
-------- ------- ------- ------ --------
Total $243,673 $51,532 $18,851 ($202) $276,152
======== ======= ======= ====== ========
YEAR ENDED JUNE 30, 1992
Land and improvements $4,835 $771 $133 ($5) $5,468
Buildings 49,151 10,845 794 (23) 59,179
Machinery & equipment 152,870 32,851 6,602 (93) 179,026
-------- ------- ------- ------ --------
Total $206,856 $44,467 $7,529 ($121) $243,673
======== ======= ======= ====== ========
Effect of translating property, plant and equipment of foreign subsidiaries using the exchange
rates in effect at the balance sheet date as required by Statement of Financial Accounting
Standards No. 52 (see Note 1 to Consolidated Financial Statements, page 24 of the Annual Report,
incorporated herein by this reference).
Depreciation - Rates used to compute depreciation are generally as follows:
Land improvements 3-1/3% to 10%
Buildings 2-1/2% to 10%
Machinery and equipment 5% to 33-1/3%
SCHEDULE VIII
THE CLOROX COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(In thousands)
- -----------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C (1) COLUMN C (2) COLUMN D COLUMN E
Additions Additions
Balance Charged to Charged to Balance as
beginning Costs and Other end of
Description of period Expenses Accounts Deductions period
- -----------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1994 N/A N/A
YEAR ENDED JUNE 30, 1993 N/A N/A
YEAR ENDED JUNE 30, 1992
Inventories valuation
allowance resulting
from restructuring $3,516 $3,516 0
SCHEDULE IX
THE CLOROX COMPANY AND SUBSIDIARIES
SHORT-TERM BORROWINGS
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(In thousands)
- -------------------------------------------------------------------------------------------------
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
Weighted
Maximum Average Average
Category of Weighted Amount Amount Interest
Aggregate Balance Average Outstanding Outstanding Rate
Short-Term at End Interest During During During the
Borrowing of Period Rate the Period the Period Period
- -------------------------------------------------------------------------------------------------
YEAR ENDED JUNE 30, 1994
Commercial Paper and
Other $42,916 4.43% $173,185 $59,186 3.50%
YEAR ENDED JUNE 30, 1993
Commercial Paper and
Other $39,486 3.14% $112,999 $79,203 3.25%
YEAR ENDED JUNE 30, 1992
Commercial Paper $77,410 3.86% $178,816 $153,952 4.86%
These are temporary borrowings with maturity term from 1 to 91 days.
Computed as the average of ending daily balances outstanding.
Computed based upon average daily balances outstanding.
Amounts include commercial paper of $34,855 and $34,941, and short-term notes payable to banks of
$8,061 and $4,544 at June 30, 1994 and 1993, respectively.
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992
(In thousands)
- ----------------------------------------------------------------
COLUMN A Column B
Charged to costs and expenses
Item 1994 1993 1992
- ----------------------------------------------------------------
Maintenance and repairs $31,300 $29,700 $29,900
Items not shown above are reported in the related consolidated
financial statements or have been omitted because they do not
exceed 1% of total net sales.
APPENDIX
(to Form 10-K)
The following items have been filed under cover of Form SE:
1. Page 18 - Bar Chart entitled "Clorox Value Measure",
showing the economic value measurement of the Company over
the period of the last five fiscal years.
2. Page 19 - Bar Chart entitled "Cash Provided, Continuing
Operations."