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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, 1999
OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transmission period from to
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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 offices) (Zip Code)
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
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Common Stock, $1 par value New York Stock
Exchange
Pacific 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 31, 1999: $9,579,246,992. Number of
shares of common stock outstanding at July 31, 1999: 237,180,102
(after giving effect to the 2-for-1 stock split effected in the
form of a dividend payable on August 23, 1999).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1999 Annual Report are incorporated
by reference into Part I of this report. Portions of the
registrant's definitive Proxy Statement for the Annual Meeting
of
Stockholders to be held on November 17, 1999, 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,
1999, are incorporated by reference into Parts I, II, III and IV
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.
During fiscal year 1999, the Company continued its strategy of
considering strategic acquisitions or mergers and, in that
regard,
merged with First Brands Corporation ("First Brands") on
January 29, 1999. Following the merger, the Company focused
on the integration of the First Brands businesses, including
Glad plastic wrap, food storage bags and containers, and trash
bags; STP automotive additives; and Jonny Cat and Scoop Away
cat litter products. Prior to the merger with the Company,
First
Brands acquired the Handi Wipes reusable cleaning cloth and
Wash 'n Dri premoistened towelettes businesses during fiscal
year 1999. The Company also continued to expand its domestic
business, through internal development of new products and line
extensions of existing products.
The Company introduced 25 new products in the United States
during fiscal year 1999, including Clorox Advantage liquid
bleach,
Clorox FreshCare fabric refresher, Fresh Mist Tilex Fresh
Shower daily shower cleaner, Brita faucet-mounted water filters,
and others.
Internationally, the Company continued implementing its strategy
to expand its laundry, household cleaning and insecticide
businesses in markets where these categories are not yet fully
developed, but where it believes high potential exists. The
Company made three international acquisitions in fiscal year
1999,
consisting of the Homekeeper insecticide business in the
Republic
of Korea, the Gumption household cleaning business in Australia,
and the Mistolin line of cleaners in Venezuela. The Company
also
increased its equity ownership in its Colombian joint venture
company, Tecnoclor S.A., by 12%. The First Brands merger
increased
the Company's international businesses, especially in Canada,
Australia and New Zealand. In addition, the Company introduced
60 new products or line extensions in previously established
international operations, including the launch of Clorox liquid
bleach in Brazil.
For other recent business developments, refer to the information
set forth under the caption "Management's Discussion and
Analysis,"
on pages B-1 through B-7 of Appendix B of the Company's
definitive Proxy Statement for the 1999 Annual Meeting of
Stockholders 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, 1999
("Proxy Statement"), incorporated herein by reference.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
The Company has four business segments: U.S. Home Care and
Cleaning, U.S. Specialty Products, U.S. Food, Food Preparation
and Storage, and International. Financial information for the
last three fiscal years, including net sales, earnings before
taxes, and identifiable assets, attributable to each of the
Company's industry segments is set forth in Note 19 - Segment
Information of the Notes to the Consolidated Financial
Statements,
which appears on pages B-28 and B-29 of Appendix B of the Proxy
Statement, incorporated herein by reference.
All share numbers and stock prices in this Form 10-K give effect
to the 2-for-1 stock split declared July 20, 1999, effected in
the form of a stock dividend paid August 23, 1999 on all shares
of common stock outstanding as of the close of business on July
30,
1999. All financial information included herein has been
restated
to give effect to the First Brands merger accounted for as a
pooling of interests.
(c) NARRATIVE DESCRIPTION OF BUSINESS.
The Company's business operations, represented by the aggregate
of its U.S. Home Care and Cleaning, U.S. Specialty Products,
U.S.
Food, Food Preparation and Storage, and International segments,
include the production and marketing of non-durable consumer
products sold primarily through grocery and other retail stores.
For the most part, the factors necessary for an understanding of
these four segments are essentially the same.
PRINCIPAL PRODUCTS. The U.S. Home Care and Cleaning segment
includes the Company's household cleaning, bleach and other
home care products, as well as the Company's professional
products business. The U.S. Specialty Products segment
includes the Company's charcoal, automotive care, cat litter,
insecticide and firelog categories. The U.S. Food, Food
Preparation and Storage segment includes the Company's
dressings,
sauces, Brita, Glad, and GladWare businesses. Finally, the
International segment, which includes the Company's overseas
operations, exports and Puerto Rico, primarily focuses on the
laundry, household cleaning and insecticide categories.
Principal products, by segment, currently marketed in the
United States and internationally are listed on pages 34 and 35
of the Company's 1999 Annual Report ("Annual Report"),
incorporated
herein by reference. Each of the Company's segments accounted
for more than 10 percent of the Company's consolidated revenues
during the last three fiscal years, as shown in Note 19 Segment
Information of the Notes to the Consolidated Financial
Statements,
which appears on pages B-28 and B-29 of Appendix B of the Proxy
Statement, incorporated herein by 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, 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 1999. Polyethylene resin raw
materials,
which are particularly important for the U.S. Food, Food
Preparation
and Storage Products segment, were available from a wide variety
of sources during fiscal year 1999 and the Company has entered
into financial instruments with various maturities partially to
stabilize the cost of its polyethylene resin requirements.
Contingency plans have been developed for any single-sourced
supplier materials.
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 U.S. Specialty Products segment is the only
portion of the operations of the Company that has any
significant
degree of seasonality. Most sales of the Company's charcoal
briquets, insecticides, and automotive appearance product lines
occur in the first six months of each calendar year. 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 years 1999, 1998 and
1997, revenues from the Company's sales of its products to
Wal-Mart
Stores, Inc. and its affiliated companies were 18%, 15%, and
14%,
respectively, of the Company's consolidated net sales. Except
for
this relationship, the Company is not dependent upon any other
single customer or a small group of 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.
Depending
on the competitive product, the Company's products compete on
price, quality or other benefits to consumers.
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 its
relative market position.
RESEARCH AND DEVELOPMENT. The Company incurred expenses of
approximately $62 million, $61 million and $56 million in fiscal
years 1999, 1998 and 1997, respectively, 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. Historically, the Company has not made
material capital expenditures 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 1999 and is not expected to be
material in the next fiscal year.
The Company is involved in certain other environmental matters,
including Superfund clean-up efforts at various locations. The
potential cost to the Company related to 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 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 1999,
approximately 11,000 people were employed by the Company.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS. Except for
historical
information, matters discussed in this Form 10-K, including the
Management's Discussion and Analysis and statements about
future growth, are forward-looking statements based on
management's estimates, assumptions and projections. In
addition, from time to time, the Company may make
forward-looking
statements relating to such matters as anticipated financial
performance, business prospects, new products, research and
development activities, plans for international expansion,
acquisitions, and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms
of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to
differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking
statements. These forward-looking statements are uncertain.
The risks and uncertainties that may affect operations,
performance, product development, and results of the Company's
business, some of which may be beyond the control of the
Company, include those discussed elsewhere in this Form 10-K,
marketplace conditions and events, and the following:
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS COULD ADVERSELY
AFFECT STOCK PRICE. The Company cannot be sure that its
quarter-to-quarter operating results will improve, or that
if any improvement is shown, the degree of improvement will
meet expectations of investors. In addition, sales volume
growth, whether due to acquisitions or to internal growth,
can place burdens on the Company's management resources and
financial controls that, in turn, can have a negative impact
on operating results. To some extent, the Company sets its
expense levels in anticipation of future revenues. If actual
revenue falls short of these expectations, operating results
are likely to be adversely affected. Because of all of these
factors, the Company believes that quarter-to-quarter
comparisons of its results of operations should not be relied
upon as indications of future performance.
The price of the Company's common stock could fluctuate
substantially and decrease as a result of several factors,
including:
* future announcements concerning the Company or its
competitors;
* quarterly variations in operating results;
* the introduction of new products and line extensions
by the Company or its competitors;
* changes in product pricing policies by the Company
or its competitors;
* acquisition costs and restructuring and other charges
associated with acquisitions;
* changes in earnings estimates by analysts;
* changes in accounting policies; or
* the impact of general economic conditions in the United
States and in other countries in which the Company
currently does business.
In addition, stock markets have experienced price and volume
volatility and such volatility in the future could have an
adverse impact on the Company's market price.
INTERNATIONAL OPERATIONS EXPOSE THE COMPANY TO UNCERTAIN
CONDITIONS IN OVERSEAS MARKETS. The Company believes that
its international sales, which were 18% of net sales in fiscal
year 1999, are likely to increase as a percentage of its total
sales, because of both internal expansion and the addition of
First Brands international operations. As a result, the Company
will increasingly face the risks created by having foreign
operations, including:
* economic or political instability in its overseas markets;
and
* fluctuations in foreign currency exchange rates that may
make the Company's products more expensive in its foreign
markets or negatively impact its sales or earnings.
All of these risks could have a significant impact on the
Company's
ability to sell its products on a timely and competitive basis
in foreign markets and may have a material adverse effect on
the Company's results of operations or financial position.
The Company seeks to limit its foreign currency exchange risks
through the use of foreign currency forward contracts when
practical, but cannot be sure that this strategy will be
successful. In addition, the Company's international operations
are subject to the risk of new and different legal and
regulatory requirements in local jurisdictions, potential
difficulties in staffing and managing local operations, credit
risk of local customers and distributors, and potentially
adverse tax consequences.
INTEGRATION OF ACQUISITIONS AND MERGERS MAY NOT BE SUCCESSFUL.
One of the Company's strategies is to increase its sales
volumes,
earnings and the markets it serves through the acquisition of,
or merger with, other businesses in the United States and
internationally. There can be no assurance that the Company
will be able to identify, acquire, or profitably manage
additional companies or operations or successfully integrate
recent or future acquisitions or mergers, including the First
Brands businesses, into its operations. In addition, there
can be no assurance that companies or operations acquired will
be profitable at the time of their acquisition or will achieve
sales levels and profitability that justify the investment
made,
including the investment in First Brands.
FINANCIAL PERFORMANCE DEPENDS ON CONTINUOUS AND SUCCESSFUL NEW
PRODUCT INTRODUCTIONS. In most categories in which the Company
competes, there are frequent introductions of new products and
line extensions. An important factor in the Company's future
performance will be its ability to identify emerging consumer
and technological trends and to maintain and improve the
competitiveness of its products. The Company cannot be sure
that it will successfully achieve those goals. Continued
product
development and marketing efforts have all the risks inherent
in the development of new products and line extensions,
including
development delays, the failure of new products and line
extensions
to achieve anticipated levels of market acceptance, and the cost
of failed product introductions.
GOVERNMENT REGULATIONS COULD IMPOSE MATERIAL COSTS. The
manufacture, packaging, storage, distribution and labeling of
the
Company's products and the Company's business operations
generally
all must comply with extensive federal, state, and foreign laws
and regulations. For example, in the United States, many of the
Company's products are regulated by the Environmental Protection
Agency, the Food and Drug Administration, and the Consumer
Product
Safety Commission. Most states have agencies that regulate in
parallel to these federal agencies. The failure to comply
with applicable laws and regulations in these or other areas,
including taxes, could subject the Company to civil remedies,
including fines, injunctions, recalls or asset seizures, as
well as potential criminal sanctions, any of which could
have a material adverse effect on the Company. Loss of or
failure to obtain necessary permits and registrations could
delay or prevent the Company from introducing new products,
building new facilities or acquiring new businesses and could
adversely affect operating results.
ENVIRONMENTAL MATTERS CREATE POTENTIAL LIABILITY RISKS. The
Company must comply with various environmental laws and
regulations in the jurisdictions in which it operates, including
those relating to air emissions, water discharges, the handling
and disposal of solid and hazardous wastes, and the remediation
of contamination associated with the use and disposal of
hazardous substances. The Company has incurred, and will
continue to incur, capital and operating expenditures and
other costs in complying with those laws and regulations in
the United States and internationally. The Company is
currently involved in or has potential liability with respect
to the remediation of past contamination in the operation of
some of its presently and formerly owned and leased facilities.
In addition, some of the Company's present and former facilities
have been or had been in operation for many years, and over
that time, some of these facilities may have used substances
or generated and disposed of wastes that are or may be
considered
hazardous. It is possible that those sites, as well as disposal
sites owned by third parties to which the Company has sent
waste,
may in the future be identified and become the subject of
remediation. It is possible that the Company could become
subject to additional environmental liabilities in the future
that could result in a material adverse effect on the Company's
results of operations or financial condition.
FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY COULD IMPACT OUR
COMPETITIVENESS. The Company relies on trademark, trade secret,
patent and copyright laws to protect its intellectual property.
The Company cannot be sure that these intellectual property
rights can be successfully asserted in the future or will not be
invalidated, circumvented or challenged. In addition, laws of
some of the foreign countries in which the Company's products
are or may be sold do not protect the Company's intellectual
property rights to the same extent as the laws of the United
States. The failure of the Company to protect its proprietary
information and any successful intellectual property challenges
or infringement proceedings against the Company could make it
less competitive and could have a material adverse effect on
the Company's business, operating results and financial
condition.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
AND EXPORT SALES.
Net sales, pretax earnings and identifiable assets related to
foreign operations (including Puerto Rico and exports) for
each of the last three fiscal years is included in the
International segment information in Note 19 - Segment
Information of the Notes to the Consolidated Financial
Statements, which appears on pages B-28 and B-29 of Appendix B
of the Proxy Statement, incorporated herein by reference.
ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production and
major warehouse facilities for its operations in 29 locations
throughout the United States, and its subsidiaries operate
production facilities in 24 locations internationally. Most
of the space is owned. Some space, mainly for warehousing, is
leased. The Company also leases six domestic regional
distribution centers for the Company's products which are
operated by service providers. None of the Company's facilities
were closed during fiscal year 1999, and one former production
facility, in Kansas City, Missouri, was sold. The Company
acquired property adjacent to its production facility in
Fairfield, California, for warehousing space during fiscal year
1999. The Company considers its manufacturing and warehousing
facilities to be adequate to support its business.
OFFICES AND R&D FACILITIES. The Company owns its general office
building located in Oakland, California. The Company also owns
its Technical Center and Data Center located in Pleasanton,
California. The Company leases its research and development
center and its engineering research facility for Glad and
GladWare products, which are located in Willowbrook, Illinois,
and Kennesauw, Georgia, respectively. The Company also leases
its research and development center for STP products located in
Brookfield, Connecticut. The Company plans to close the leased
First Brands general office building and to sublease such space
in the near future. 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 Belle, Missouri, secures industrial revenue bond
indebtedness incurred in relation to the construction or upgrade
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 (59) 1992
Chairman of the Board and Chief Executive Officer
G. E. Johnston (52) 1999
President and Chief Operating Officer
R. T. Conti (44) 1999
Group Vice President
P. N. Louras, Jr. (49) 1992
Group Vice President
L. S. Peiros (44) 1999
Group Vice President
K. M. Rose (51) 1997
Group Vice President - Chief Financial Officer
P. D. Bewley (53) 1998
Senior Vice President - General Counsel and Secretary
A. W. Biebl (50) 1999
Senior Vice President - Product Supply
F. A. Tataseo (45) l999
Senior Vice President - Sales
J. M. Brady (45) 1993
Vice President - Human Resources
C. M. Couric (53) 1995
Vice President - General Manager, Brita Products
W. L. Delker (45) 1999
Vice President - Research & Development
S. D. House (38) 1999
Vice President - General Manager, Latin America
R. C. Klaus (54) 1995
Vice President - Corporate Administration
D. G. Matz (37) 1999
Vice President - General Manager, Home Care
H. J. Salvo, Jr. (51) 1991
Vice President - Controller
G. R. Savage (42) 1999
Vice President - General Manager, Glad Products
S. S. Silberblatt (47) 1999
Vice President - Corporate Communications and
Public Affairs
D. G. Simpson (45) 1997
Vice President - Strategy and Planning
K. R. Tandowsky (42) 1998
Vice President - Information Services
S. R. Vogel (38) 1999
Vice President - General Manager, Laundry Additives
S. A. Weiss (43) 1999
Vice President - General Manager, Food &
Professional Products
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.
G. C. Sullivan, P. N. Louras, Jr., J. M. Brady and H. J. Salvo
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. E. Johnston joined the Company in July 1981 as Regional
Sales Manager - Special Markets. Prior to his election as
President and Chief Operating Officer effective January 20,
1999,
he was Group Vice President from July 1, 1996 through January
19,
1999, Vice President - Kingsford Products from November 17, 1993
through June 1996, and Vice President - Corporate Development
from June 1992 through November 16, 1993.
R. T. Conti joined the Company in 1982 as Associate Region Sales
Manager, Household Products. Prior to his election as Group
Vice
President effective September 1, 1999, he was Vice President -
General Manager from July 1999 through August 1999, Vice
President -
Kingsford Products from July 1996 through June 1999, and Vice
President - International from June 1992 through June 1996.
L. S. Peiros joined the Company in 1982. He was elected Group
Vice
President effective January 20, 1999. Prior to that, he served
as
Vice President - Household Products from June 1, 1998 through
January 19, 1999, Vice President - Food Products from July 1995
through June 1998, and Vice President - Corporate Marketing
Services
from September 1993 until July 1995.
K. M. Rose joined the Company in 1978 as a Financial Analyst.
Prior
to her election as Group Vice President - Finance and Chief
Financial
Officer effective December 1, 1997, she was Vice President -
Treasurer
from July 1992 through November 1997.
P. D. Bewley joined the Company in February 1998 as Senior Vice
President - General Counsel and Secretary. From 1994 through
January
1998, he was employed by Nova Care, Inc., as Senior Vice
President -
General Counsel and Secretary, and prior to that was employed by
Johnson & Johnson as Associate General Counsel.
A.W. Biebl joined the Company in January 1981 as Director of
Manufacturing for the Food Service Products Division. Prior to
his election as Senior Vice President - Product Supply effective
September 1, 1999, he was Vice President - Product Supply from
May 1992 through August 1999.
F. A. Tataseo joined the Company in October 1994 as Vice
President - Sales and was elected as Senior Vice President
Sales effective September 1, 1999. 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
also held various positions at The Procter & Gamble Company
prior to that.
C. M. Couric joined the Company in 1973 as a brand assistant in
the Household Products marketing organization. Prior to his
election in July 1995 as Vice President - General Manager, Brita
Products, he had served as Director, Brita Operations since
1988.
W. L. Delker joined the Company as Vice President - Research &
Development in August 1999. Prior to that, he was General
Manager
of Six Sigma Quality for GE Silicones, a division of GE Plastic,
from February 1998 through July 1999, and General Manager of
Technology for GE Silicones from January 1994 through January
1998.
S. D. House joined the Company in 1983 as a staff accountant.
Prior
to his election as Vice President - General Manager, Latin
America
effective July 1, 1999, he was Vice President - Treasurer from
December 1,
1997 through June 1999, and prior to that he had served as a
Director
of Finance for the international business and also had held
various
positions in auditing, financial analysis and forecasting.
R. C. Klaus joined the Company in 1977 as Regional Sales Manager
(Baltimore) for Household Products. Prior to his election as
Vice
President - Corporate Administration in November 1995, he was
Vice
President - Clorox Professional Products from March 1994 through
October 1995, and Vice President - Food Service Products from
May 1990
through March 1994.
D. G. Matz joined the Company in 1986 as a brand assistant in
the
Company's Household Products marketing organization. Prior to
his election as Vice President - General Manager, Home Care
effective September 1, 1999, he was Category General Manager -
Home
Care from February 1999 through August 1999, Director of
Marketing - Home
Care from December 1997 through August 1999, Director of
Marketing -
Food Products and Auto Care from August 1995 through November
1997,
and Group Marketing Manager - Laundry Care Additives from
January 1994
through July 1995.
G. R. Savage joined the Company in 1983 as an Associate
Marketing
Manager. He was elected Vice President - General Manager, Glad
Products effective January 20, 1999. Prior to that, he served
as
Vice President - Food Products from December 1, 1997 through
January 19,
1999, and Director of Marketing for the Household Products
business
from 1993.
S. S. Silberblatt joined the Company in 1980 in the marketing
department
for Kingsford products. Prior to his election as Vice
President-
Corporate Communications and Public Affairs in February 1999, he
was
Director of Business Development.
D. G. Simpson joined the Company in 1979 in the brand management
function. He was elected Vice President - Strategy and Planning
effective December 1, 1997. Prior to that, he had served as
head of
corporate strategic planning.
K. R. Tandowsky joined the Company in 1981 as a Staff
Accountant.
He was elected Vice President - Information Services effective
February 7,
1998. Prior to that, he had served as Director of Finance for
the
Kingsford products business from 1994 and Director of Corporate
Finance,
Treasury from 1992.
S. R. Vogel joined the Company in 1988 as a brand assistant in
the
marketing organization. Prior to his election as Vice
President- General
Manager, Laundry Additives effective September 1, 1999, he was
Category
General Manager - Laundry Cleaning Additives from February 1999
through
August 1999, Marketing Director - Laundry Cleaning Additives
from 1997
through January 1999, Group Marketing Manager - Laundry Cleaning
Additives
from 1995 through 1996, and Group Marketing Manager Home
Cleaning from
1994 to 1995.
S. A. Weiss joined the Company in 1994 as an area general
manager
for the Pacific Rim business. He was elected Vice President -
General Manager, Food & Professional Products effective February
1,
1999. Prior to that, he was Vice President - Asia Middle East
from June 1998
through January 1999 and he held the position of Area General
Manager Asia-Middle East from 1994 until his election as an
officer.
Before joining the Company, he had been employed by Bristol
Myers
Squibb in international and domestic marketing assignments.
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
Stock Exchange and the Pacific Exchange. 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," on page B-32 of Appendix B of
the
Proxy Statement, incorporated herein by reference, and on July
30, 1999,
the closing price for the Company's stock was $56.00 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common Stock
as of
July 31, 1999 was 14,212 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,"
on page B-32 of Appendix B of the Proxy Statement, incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Five-Year Financial Summary," on
page B-33 of Appendix B of the Proxy Statement, incorporated
herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
This information appears under "Management's Discussion and
Analysis,"
on pages B-1 through B-7 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
This information appears under "Market-Sensitive Derivatives and
Financial Instruments" in the "Management's Discussion and
Analysis,"
on pages B-4 and B-5 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages B-8 through B-32 of
Appendix B of the Proxy Statement, incorporated herein by
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 Proxy
Statement,
incorporated herein by 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
"Section 16(a) Beneficial Ownership Reporting Compliance" of the
Proxy Statement, incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appears
under "Organization of the Board of Directors," "Summary
Compensation Table," "Options and Stock Appreciation Rights,"
"Comparative Stock Performance," "Compensation Interlocks and
Insider Participation," and "Pension Benefits" of the Proxy
Statement, all incorporated herein by reference.
ITEM 12. 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 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
and by all directors and executive officers as a group appears
under "Beneficial Ownership of Voting Securities" of the Proxy
Statement, incorporated herein by reference.
ITEM 13. 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
"Certain Relationships and Transactions" of the Proxy Statement,
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)(1) Financial Statements:
Financial Statements and Independent Auditors' Report
included in Appendix B of the Proxy Statement,
incorporated herein by reference:
Statements of Consolidated Earnings for the years
ended June 30, 1999, l998 and l997
Consolidated Balance Sheets for the years ended
June 30, 1999 and l998
Statements of Consolidated Stockholders' Equity for
the years ended June 30, 1999, l998 and l997
Statements of Consolidated Cash Flows for the years
ended June 30, 1999, l998 and l997
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Data
Five-Year Financial Summary
(2) Financial Statement 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:
Long-Term Compensation Program dated October 21,
1987,
amended 11/17/93 (Exhibit 10(ii) to the Annual Report
on Form 10-K for the year ended June 30, 1994)
Officer Employment Agreement (form) (Exhibit 10(xi)
to
the Annual Report on Form 10-K for the year ended
June 30, 1996)
Officer Change of Control Employment Agreement (form)
(Exhibit 10(xii) to the Annual Report on Form 10-K
for
the year ended June 30, 1996)
Supplemental Executive Retirement Plan dated July 17,
1991 (Exhibit 10(x) to the Annual Report on Form 10-K
for the year ended June 30, 1993)
Non-Qualified Deferred Compensation Plan (Exhibit
10(xiii)
to the Annual Report on Form 10-K for the year
ended June 30, 1996)
The Clorox Company 1995 Performance Unit Plan
(Exhibit 10(xiv) to the Annual Report on Form 10-K
for the year ended June 30, 1996)
The Clorox Company 1996 Stock Incentive Plan (Exhibit
10(xv)
to the Annual Report on Form 10-K for the year
ended June 30, 1996)
The Clorox Company 1996 Executive Incentive
Compensation
Plan (Exhibit 10(xvi) to the Annual Report on Form
10-K for
the year ended June 30, 1996)
The Clorox Company Employee Retirement Investment
Plan,
formerly The Clorox Company Value Sharing Plan
(Exhibit 4.3
to Amendment No. 2 dated July 12, 1996 to Registration
Statement on Form S-8 No. 33-41131 dated June 10, 1991)
1993 Directors' Stock Option Plan dated November 17,
1993
(filed as Exhibit 10(xi) to the Annual Report on Form
10-K
for the year ended June 30, 1994, incorporated herein
by
reference)
The Clorox Company Independent Directors' Stock-Based
Compensation Plan (Exhibit 10 (xix) to the Annual
Report on
Form 10-K for the year ended June 30, 1997)
(b) Current Reports on Form 8-K during the fourth quarter of
fiscal year 1999:
None.
(c) Exhibits:
Index to Exhibits follows.
(d) (Not applicable)
Index to Exhibits
(3) (i) Restated Certificate of Incorporation (filed as
Exhibit 4.1 to Registration Statement on Form S-8
No. 333-44675 dated January 22, 1998,
incorporated
herein by reference)
(ii) Bylaws (restated) of the Company (filed as
Exhibit 3(ii) to this Annual Report on Form 10-K
for
the year ended June 30, 1998)
(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 the
Company's Registration Statement on Form S-3 No.
33-4083
dated May 24, 1991, incorporated herein by
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, supplementing the
Registration Statement on Form S-3 No. 33-4083
dated
May 24, 1991, and incorporated herein by
reference)
(iii) Form of Indenture between First Brands and Bank
of
New York, as Trustee, regarding $150,000,000 in
7.25% Senior Notes due 2007 (filed as Exhibit 4.1
to
First Brands' Registration Statement on Form S-4
dated
April 24, 1997, 1998, incorporated herein by
reference)
(10) Material contracts:
(i) Long-Term Compensation Program dated October 21,
1987
(Amended 11/17/93) (filed as Exhibit 10(ii) to
the
Annual Report on Form 10-K for the year ended
June 30,
1994, incorporated herein by reference)
(ii) Agreement between Henkel KGaA and the Company
dated
June l8, l981 (filed as Exhibit (l0)(v) to Form 8
dated
August 11, l983, incorporated herein by reference)
(iii) Agreement between Henkel GmbH (now Henkel KGaA)
and
the Company dated July 3l, l974 (filed as
Exhibit (l0)(vi) to Form 8 dated August 11, l983,
incorporated herein by reference)
(iv) Agreement between Henkel KGaA and the Company
dated
November l6, 1981 (filed as Exhibit (l0)(vii) to
Form 8
dated August 11, l983, incorporated herein by
reference)
(v) 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
reference)
(vi) 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 reference)
(vii) Agreement between Henkel KGaA and the Company
dated
January 16, 1992 (filed as Exhibit 10(xi) to the
Annual
Report on Form 10-K for the year ended June 30,
1992,
incorporated herein by reference)
(viii) Supplemental Executive Retirement Plan dated July
17,
1991 (filed as Exhibit 10(x) to the Annual Report
on
Form 10-K for the year ended June 30, 1993,
incorporated
herein by reference)
(ix) 1993 Directors' Stock Option Plan dated November
17, 1993
(filed as Exhibit 10(xi) to the Annual Report on
Form
10-K for the year ended June 30, 1994,
incorporated
herein by reference)
(x) Officer Employment Agreement (form) (filed as
Exhibit 10(xi) to the Annual Report on Form 10-K
for
the year ended June 30, 1996, incorporated herein
by
reference)
(xi) Officer Change of Control Employment Agreement
(form)
(filed as Exhibit 10(xii) to the Annual Report on
Form 10-K for the year ended June 30, 1996,
incorporated herein by reference)
(xii) Non-Qualified Deferred Compensation Plan (filed
as
Exhibit 10(xiii) to the Annual Report on Form
10-K for
the year ended June 30, 1996, incorporated herein
by this reference)
(xiii) The Clorox Company 1995 Performance Unit Plan
(filed as
Exhibit 10(xiv) to the Annual Report on Form 10-K
for
the year ended June 30, 1996, incorporated herein
by
reference)
(xiv) The Clorox Company 1996 Stock Incentive Plan
(filed
as Exhibit 10(xv) to the Annual Report on Form
10-K
for the year ended June 30, 1996, incorporated
herein
by this reference)
(xv) The Clorox Company 1996 Executive Incentive
Compensation Plan (filed as Exhibit 10(xvi) to
the
Annual Report on Form 10-K for the year ended
June 30, 1996, incorporated herein by reference)
(xvi) The Clorox Company Employee Retirement Investment
Plan,
formerly The Clorox Company Value Sharing Plan
Investment Plan (Exhibit 4.3 to Amendment No. 2
dated
July 12, 1996 to Registration Statement on Form
S-8
No. 33-41131 dated June 10, 1991, incorporated
herein
by reference)
(xvii) The Clorox Company Independent Directors'
Stock-Based
Compensation Plan (filed as Exhibit 10 (xix) to
the
Annual Report on Form 10-K for the year ended
June 30,
1997, incorporated herein by reference)
(xviii) Agreement and Plan of Reorganization and Merger
by
and among The Clorox Company, Pennant, Inc. and
First Brands Corporation (Appendix A to
Registration
Statement on Form S-4 No. 333-69455 dated
December 22, 1998, incorporated herein by
reference)
(13) Excerpts of 1999 Annual Report to Stockholders
(21) Subsidiaries of the Company
(23) Independent Auditors' Consents
(i) Deloitte & Touche LLP Independent Auditors'
Consent
(ii) KPMG LLP Independent Auditors' Consent
(24) Power of Attorney (see pages 17-18)
(27) Financial Data Schedule
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 15, 1999 By: /s/ G. C. Sullivan
G. C. Sullivan,
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter D.
Bewley, Karen M. Rose, and Henry J. Salvo, Jr., jointly
and severally, attorneys-in-fact and agents, with full
power of substitution, for her or him in any and all
capacities to sign any and all amendments to this Form 10-K,
and to file the same and all exhibits thereto, and other
documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents, and
his or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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 September 15, 1999
G. C. Sullivan (Chief Executive Officer)
/s/D. Boggan, Jr. Director
September 15, 1999
D. Boggan, Jr.
/s/J. W. Collins Director
September 15, 1999
J. W. Collins
/s/U. Fairchild Director
September 15, 1999
U. Fairchild
/s/T. M. Friedman Director
September 15, 1999
T. M. Friedman
/s/J. Manchot Director
September 15, 1999
J. Manchot
/s/R. W. Matschullat Director
September 15, 1999
R. W. Matschullat
Director
September 15, 1999
Dean O. Morton
/s/K. Morwind Director
September 15, 1999
K. Morwind
/s/E. L. Scarff Director
September 15, 1999
E. L. Scarff
/s/L. R. Scott Director
September 15, 1999
L. R. Scott
Director
September 15, 1999
C. A. Wolfe
/s/K. M. Rose Group Vice President -
September 15, 1999
K. M. Rose Chief Financial Officer
(Principal Financial Officer)
/s/H. J. Salvo, Jr. Vice President-Controller
September 15, 1999
H. J. Salvo, Jr. (Principal Accounting Officer)