UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-K
FORM 10-K/A
(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, 1995
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 offices) (Zip Code)
Registrant's telephone number, (510) 271-7000
including area code
THIS AMENDMENT IS BEING FILED SOLELY TO CORRECT CERTAIN FORMATTING
ERRORS IN THE FORM 10-K FOR THE CLOROX COMPANY FOR THE FISCAL
YEAR ENDED JUNE 30, 1995, AS FILED ON THE EDGAR SYSTEM ON
SEPTEMBER 28, 1995. THERE ARE NO SUBSTANTIVE CHANGES TO THE
ORIGINAL FILING BEING MADE VIA THIS AMENDMENT. THE AMENDED
FORM 10-K, WITH ALL EXHIBITS THERETO, IS ATTACHED HERETO IN
ITS ENTIRETY, WITH THE FORMATTING ERRORS CORRECTED.
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: October 10, 1995 /s/ E. A. Cutter
----------------------
By: E. A. Cutter, Senior
Vice President -
General Counsel and
Secretary
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, 1995
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 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
- ------------------------------ ------------------------
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 31, 1995: $2,410,890,628.
Number of shares of common stock outstanding at
July 31, 1995: 52,437,995.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders
for the Year Ended June 30, 1995 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 15, 1995,
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, 1995, 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,
1995 ("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 1995, the Company continued the
implementation of a new strategy for its domestic business.
The Company continued to focus on expanding the business
through internal development of new products and line
extensions of existing products. The Company introduced
16 new products in the U.S. during fiscal year 1995. It
also continued its strategy of considering strategic
acquisitions and, in that regard, acquired "Black Flag"
brand of aerosol insecticides in September 1995. The
Company also acquired Canada-based Brita International
Holdings, Inc. as a geographic expansion of the Company's
"Brita" brand water filtration systems.
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. The Company made eight international
acquisitions in fiscal year 1995, increased its ownership
in three additional businesses, and established
businesses in eight new countries, including Brazil,
Peru, the Czech Republic, the Slovak Republic and the
People's Republic of China. In addition, the Company
introduced 22 new products or line extensions in previously
established international operations.
(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 1995, 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 1995. 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 1995,
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. Depending on the competitor,
the Company's products compete with competitive products
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 relative market position.
RESEARCH AND DEVELOPMENT. The Company's operations
incurred expenses of approximately $44,819,000 in fiscal
year 1995, $44,558,000 in fiscal year 1994, and $42,445,000
in fiscal year 1993 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
1995 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 a
site 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 this
matter will represent a material cost to the Company
in the future. The Company settled a similar matter for
another site in New Jersey during fiscal year 1995 and
does not expect such settlement to represent a material
cost in the future.
(iii)The Company sold its Jersey City, New Jersey manufacturing
facility during fiscal year 1994. In connection with the
disposition of this manufacturing facility, the
Company retained responsibility for certain environmental
obligations. 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 and
may undertake additional remediation in the future to
recondition such property for sale. A financial reserve
established in an earlier year is considered by management
to be adequate to cover the future costs or liability in
connection with this manufacturing location.
(v) During fiscal year 1995, the Company entered into a
"de minimis" settlement 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 continuing to negotiate
a settlement of this matter, which is not expected to
represent a material cost to the Company.
(vii)In fiscal year 1994, the Company incurred environmental
remediation costs at one of its facilities in Chicago,
Illinois, which were not material. In fiscal year 1995,
the Company received partial reimbursement of these
costs from an adjacent property owner.
(viii)The Company has announced that it contemplates the
sale of 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. During fiscal year 1995,
the Company sold its Dyersburg, Tennessee manufacturing
facility, but the Company does not expect any future
environmental liability in connection with such sale.
(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.
(x) A former subsidiary of the Company has been named as a
PRP by the Environmental Protection Agency for a site
in Tulalip, Washington in connection with the Company's
former architectural coatings business. Pursuant to
the terms of the agreement by which the Company sold
such architectural coatings business, the Company has
been responding to this matter. Based on the Company's
experience and because the Company's level of
involvement is extremely limited, the Company does
not expect that this matter will represent a material
cost to the Company 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 1995,
approximately 4,700 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 1995 and 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 17
locations throughout the United States, and in 21 locations
internationally. The vast majority of the space is owned.
Some space, mainly for warehousing, is leased. The
facility in Dyersburg, Tennessee was sold during fiscal
year 1995. 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 was closed in fiscal year 1995.
The Company acquired a production facility in Argentina
in August 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.
However, the lease will terminate and the Company plans
to vacate such leased office space in Oakland during
fiscal year 1996. 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 facilities in Wheeling, Illinois and
Belle, Missouri secure 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 (55) 1992 Chairman of the Board, Chief Executive Officer
and President
W. F. Ausfahl (55) 1983 Group Vice President and Chief
Financial Officer
E. A. Cutter (56) 1992 Senior Vice President-General Counsel
and Secretary
N. P. DeFeo (49) 1993 Group Vice President-U.S. Operations
R. A. Llenado (48) 1992 Group Vice President-Technical
P. N. Louras, Jr. (45) 1992 Group Vice President
A. W. Biebl (45) 1992 Vice President-Manufacturing, Engineering and
Distribution
R. H. Bolte (55) 1995 Vice President-Corporate Marketing Services
J. M. Brady (41) 1993 Vice President-Human Resources
J. O. Cole (54) 1992 Vice President-Corporate Affairs
R. T. Conti (40) 1992 Vice President-International
C. M. Couric (48) 1995 Vice President-Brita Products
L. Griffey (59) 1993 Vice President-International Manufacturing
G. E. Johnston (48) 1993 Vice President-Kingsford Products Division
R. C. Klaus (50) 1990 Vice President-Professional Products
D. C. Murray (59) 1989 Vice President-Household Products
L. S. Peiros (40) 1995 Vice President-Food Products Division
K. M. Rose (46) 1993 Vice President-Treasurer
H. J. Salvo, Jr. (47) 1991 Vice President-Controller
B. A. Sudbury (48) 1992 Vice President-Research and
Development
F. A. Tataseo (41) l994 Vice President-Sales
C. E. Williams (46) 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, R. C. Klaus 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.
R. H. Bolte joined the Company in April 1982. Prior to
his election as Vice President-Corporate Marketing
Services in July 1995, he was Director of Advertising
and Promotion from June 1993 through June 1995 and
Director of Media Services from May 1982 through May 1993.
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.
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-Brita Products,
he had served as Director, Brita Operations from 1988 through
June 1995 and as a Manager of Business Development from
1984 through 1988.
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.
L. S. Peiros joined the Company in 1982 and was elected
Vice President-Food Products Division effective July 1995.
From September 1993 until his election to his current
position he was Vice President-Corporate Marketing Services.
From June 1992 through August 1993 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.
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
also assumed 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 joined 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).
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 31, 1995, the closing price for
the Company's stock was $65.625 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common
Stock as of July 31, 1995 was 13,056 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 20 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,
1995 ("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
<CPATION>
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, 1995, l994 and l993
Consolidated Balance Sheets, June 30, 1995 and l994
Statements of Consolidated Stockholders' Equity for
the years ended June 30, 1995, l994 and l993
Statements of Consolidated Cash Flows for the years
ended June 30, 1995, l994 and l993
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Data
(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:
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 1995:
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, 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, incorporated
herein by this reference)
(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, incorporated herein by this reference)
(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, 1994, 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, incorporated herein by this reference)
(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 Exhibit 13 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 20, 1995 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 September 20, 1995
- --------------------- (Chief Executive Officer)
G. C. Sullivan
/s/W. F. Ausfahl Group Vice President & Director September 20, 1995
- --------------------- (Principal Financial Officer)
/s/D. Boggan, Jr. Director September 20, 1995
- ---------------------
D. Boggan, Jr.
/s/J. W. Collins Director September 20, 1995
- ---------------------
J. W. Collins
/s/U. Fairchild Director September 20, 1995
- ---------------------
U. Fairchild
(signatures continue)
/s/J. Krautter Director September 20, 1995
- ---------------------
J. Krautter
/s/J. Manchot Director September 20 1995
- ---------------------
J. Manchot
/s/D. O. Morton Director September 20, 1995
- ---------------------
D. O. Morton
/s/E. L. Scarff Director September 20, 1995
- ---------------------
E. L. Scarff
/s/L. R. Scott Director September 20, 1995
- ---------------------
L. R. Scott
/s/F. N. Shumway Director September 20, 1995
- ---------------------
F. N. Shumway
/s/J. A. Vohs Director September 20, 1995
- ---------------------
J. A. Vohs
/s/C. A. Wolfe Director September 20, 1995
- ---------------------
C. A. Wolfe
/s/H. J. Salvo, Jr. Vice President-Controller September 20, 1995
- --------------------- (Principal Accounting Officer)
H. J. Salvo, Jr.
APPENDIX
(to Form 10-K)
The following items have been filed under cover of Form SE:
1. Middle of 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. Middle of Page 19 - Bar Chart entitled "Cash Provided,
Continuing Operations."