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, 1996
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, (510) 271-7000
including area code
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, 1996: $4,682,914,521.
Number of shares of common stock outstanding at July 31, 1996: 51,531,384.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders
for the Year Ended June 30, 1996 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 20, 1996,
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, 1996, 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,
1996 ("Annual Report") to its stockholders is included in this
Form 10-K. Portions of the Annual Report are incorporated
herein by specific reference.
During fiscal year 1996, the Company continued to focus on
expanding its domestic 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 1996. It also continued its strategy of considering
strategic acquisitions and, in that regard, acquired the
"Black Flag" brand of aerosol insecticides and the "Lestoil"
brand of home cleaning products during fiscal year 1996.
Additionally, the Company acquired from Rhone-Poulenc exclusive
rights to a new active ingredient, Fipronil, for use in the U.S.
and many international consumer insecticide markets.
An application for the registration of Fipronil with the U.S.
Environmental Protection Agency has been filed.
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 three international acquisitions in fiscal
year 1996 and increased its ownership in one additional business.
In addition, the Company introduced 20 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 24 through 35 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 the inside back
cover (page 41) 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, 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 1996.
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 years 1994, 1995
and 1996, revenue from the Company's sales of its products to
Wal-Mart Stores, Inc. and its affiliated companies was 12%, 13%
and 14%, respectively, 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 $45,821,000 in fiscal year 1996,
$44,819,000 in fiscal year 1995, and $44,558,000 in fiscal year
1994 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 1996 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 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.
(iv) 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.
(v) 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.
(vi) An explosion attributed to methane caused property damage and
personal injury in a residential area near a site formerly operated by
a subsidiary of the Company in Eaton Estates, Michigan. The
Environmental Protection Agency is investigating and has served the
Company with a Request for Information under CERCLA Sec. 104(e). The
result of the investigation is to be determined and the Company's
potential liability is unknown at this time.
(vii) The Company has been served with a Notice of Violation at
the site operated by its subsidiary at Bedford Park, near Chicago,
Illinois. Based on the Company's experience, 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 1996,
approximately 5,300 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 13%, 4% and 28%,
respectively for fiscal year 1996. See Note 17 of Notes to
Consolidated Financial Statements, page 35 of the Annual Report,
incorporated herein by this reference.
ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production and major
warehouse facilities for its operations in 18 locations throughout
the United States, and in 24 locations internationally. The
vast majority of the space is owned. Some space, mainly for
warehousing, is leased. The Company acquired a production
facility in Argentina in August 1995. No facilities were either
closed or sold during fiscal year 1996. 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'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 (56) 1992 Chairman of the Board, Chief Executive Officer
and President
W. F. Ausfahl (56) 1983 Group Vice President and Chief Financial Officer
E. A. Cutter (57) 1992 Senior Vice President-General Counsel and Secretary
G. E. Johnston (49) 1996 Group Vice President
R. A. Llenado (49) 1992 Group Vice President-Technical
P. N. Louras, Jr. (46) 1992 Group Vice President
D. C. Murray (60) 1996 Group Vice President
C. T. Alcantara (46) 1996 Vice President-Latin America
A. W. Biebl (46) 1992 Vice President-Manufacturing, Engineering and
Distribution
R. H. Bolte (56) 1995 Vice President-Corporate Marketing Services
J. M. Brady (42) 1993 Vice President-Human Resources
J. O. Cole (55) 1992 Vice President-Corporate Affairs
R. T. Conti (41) 1996 Vice President-Kingsford Products
C. M. Couric (49) 1995 Vice President and General Manager- Brita Products
L. Griffey (60) 1993 Vice President-International Manufacturing
R. C. Klaus (51) 1996 Vice President-Corporate Administration
L. S. Peiros (41) 1995 Vice President and General Manager-Food Products
Division
K. M. Rose (47) 1993 Vice President-Treasurer
H. J. Salvo, Jr. (48) 1991 Vice President-Controller
B. A. Sudbury (49) 1992 Vice President-Research and Development
F. A. Tataseo (42) l994 Vice President-Sales
C. E. Williams (47) 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. A. Llenado 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. 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.
G. E. Johnston joined the Company in July 1981 as Regional
Sales Manager-Special Markets. Prior to his election as
Group Vice President effective July 1, 1996, he was Vice
President-Kingsford Products from November 17, 1993 through
June 1996, Vice President-Corporate Development from June
1992 through November 16, 1993, Director of Corporate
Development from 1991 through May 1992, and Director of
Business Development from September 1989 through 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.
D. C. Murray joined the Company in February 1978 as Region
Manager - Latin America and Asia. Prior to his election as
Group Vice President effective July 1, 1996, he was Vice
President - Household Products Division from November 1994
through June 30, 1996, Vice President - Household Products from
April 1989 through November 1994, Vice President - International
from November 1984 through April 1989, and Vice President -
Latin America and Asia from April 1982 through November 1984.
C. T. Alcantara joined the Company in 1992 as Area General
Manager - Latin America. Prior to his election as Vice
President - Latin America effective July 1, 1996, he left
the Company briefly from December 8, 1995 through March 31,
1996, when he returned as Area General Manager - Latin America.
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-Kingsford Products effective July 1, 1996, he was
Vice President-International from June 1992 through June 1996,
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.
R. C. Klaus joined the Company in 1977 as Regional Sales
Manager (Baltimore) for the Company's Household Products
Business. 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.
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.
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 38 of the Annual
Report, incorporated herein by this reference, and on
July 31, 1996, the closing price for the Company's stock was
$90.875 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common Stock
as of July 31, 1996 was 13,009 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 38 of the Annual Report, incorporated herein
by this reference.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Financial Summary," pages 36 and
37 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 22 and 23 of the Annual Report, incorporated
herein by this reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages 24 through 35 and 38
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, 1996 ("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 "Section 16(a) Beneficial Ownership Reporting Compliance"
of the Proxy Statement, incorporated herein by this reference.
ITEM 11. 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," "Long-Term Incentive Plans,"
"Comparative Stock Performance," and "Pension Benefits" of
the Proxy Statement, all incorporated herein by this 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 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 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 "Beneficial Ownership of
Voting Securities" of the Proxy Statement, incorporated
herein by this reference.
PART IV
ITEM 14. 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, 1996, l995 and l994
Consolidated Balance Sheets, June 30, 1996 and l995
Statements of Consolidated Stockholders' Equity for
the years ended June 30, 1996, l995 and l994
Statements of Consolidated Cash Flows for the years
ended June 30, 1996, l995 and l994
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 Agreement (form) (filed as Exhibit 10(xi) to this Annual Report
on Form 10-K for the year ended June 30, 1996)
Officer Change of Control Employment Agreement (form) (filed as Exhibit 10(xii) to this
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 Annual Report on Form 10-K for the year ended June 30, 1993)
Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(xiii) to this Annual
Report on Form 10-K for the year ended June 30, 1996)
The Clorox Company 1995 Performance Unit Plan filed as Exhibit 10(xiv) to this
Annual Report on Form 10-K for the year ended June 30, 1996)
The Clorox Company 1996 Stock Incentive Plan (filed as Exhibit 10(xv) to this Annual
Report on Form 10-K for the year ended June 30, 1996)
The Clorox Company 1996 Executive Incentive Compensation Plan (filed as Exhibit
10(xvi) to this Annual Report on Form 10-K for the year ended June 30, 1996);
(b) Current Reports on Form 8-K during the fourth quarter of fiscal year 1996:
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) (filed as 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, l981 (filed as Exhibit (l0)(v) to Form 8
dated August 11, 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 11, l983, incorporated herein by this reference)
(v) 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 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) 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)
(x) 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)
(xi) Officer Employment Agreement (form) (filed as Exhibit 10(xi) to this Annual Report on Form 10-K for the
year ended June 30, 1996)
(xii) Officer Change of Control Employment Agreement (form) (filed as Exhibit 10(xii) to this Annual Report on
Form 10-K for the year ended June 30, 1996)
(xiii) Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(xiii) to this Annual Report on Form 10-K for
the year ended June 30, 1996)
(xiv) The Clorox Company 1995 Performance Unit Plan (filed as Exhibit 10(xiv) to this
Annual Report on Form 10-K for the year ended June 30, 1996)
(xv) The Clorox Company 1996 Stock Incentive Plan (filed as Exhibit 10(xv) to this Annual
Report on Form 10-K for the year ended June 30, 1996)
(xvi) The Clorox Company 1996 Executive Incentive Compensation Plan (filed as
Exhibit 10(xvi) to this Annual Report on Form 10-K for the year ended June 30, 1996)
(11) (Not applicable)
(12) (Not applicable)
(13) 1996 Annual Report to Stockholders, following Exhibit 10(xvi) 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) Power of Attorney (see page 15 )
(27) Financial Data Schedule, following Exhibit 23 of this Form 10-K
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints
Edward A. Cutter and Henry J. Salvo, Jr., jointly and
severally, attorneys-in-fact and agents, with full power
of substitution, for 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 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 18, 1996 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 18, 1996
- -----------------------
G. C. Sullivan (Chief Executive Officer)
/s/W. F. Ausfahl Group Vice President & Director September 18, 1996
- -----------------------
W. F. Ausfahl (Principal Financial Officer)
/s/D. Boggan, Jr. Director September 18, 1996
- -----------------------
D. Boggan, Jr.
/s/J. W. Collins Director September 18, 1996
- -----------------------
J. W. Collins
(signatures continue)
Director September 18, 1996
- -----------------------
U. Fairchild
Director September 18, 1996
- -----------------------
J. Manchot
/s/D. O. Morton Director September 18, 1996
- -----------------------
D. O. Morton
/s/K. Morwind Director September 18, 1996
- -----------------------
K. Morwind
/s/E. L. Scarff Director September 18, 1996
- -----------------------
E. L. Scarff
/s/L. R. Scott Director September 18, 1996
- -----------------------
L. R. Scott
/s/F. N. Shumway Director September 18, 1996
- -----------------------
F. N. Shumway
/s/J. A. Vohs Director September 18, 1996
- -----------------------
J. A. Vohs
/s/C. A. Wolfe Director September 18, 1996
- -----------------------
C. A. Wolfe
/s/H. J. Salvo, Jr. Vice President-Controller September 18, 1996
- ----------------------- (Principal Accounting Officer)
H. J. Salvo, Jr.