MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS Results of Operations Continuing operations again achieved record unit volume in 1996, after record years in 1995 and 1994. The gain in 1996 volume was principally due to: acquisition activity in Latin America; record volumes for Pine-Sol, Clorox toilet bowl cleaner, Clorox liquid bleach, Clorox Clean-Up cleaners, Tilex products, Kingsford charcoal briquets, and the Brita water filtration business in the United States; and the effects of the 1995 Brita Canada and the Black Flag insecticide acquisitions. These were partially offset by lower volumes in our food business. The gain in 1995 volume was principally due to a full year's ownership of the S.O.S business, which was acquired in mid 1994, growth in the Brita water filtration business in the United States, and record volumes for Combat insecticides, Clorox liquid bleach, Clorox Clean-Up dilutable cleaner, Tilex soap scum remover, Clorox toilet bowl cleaner, Professional Strength Formula 409 cleaner, Pine-Sol cleaner, and the Kingsford line of charcoal briquets. Net sales increased 12% in 1996 following increases of 8% in 1995 and 12% in 1994. This year's growth was driven primarily by the volume increases and the acquisitions mentioned above. Cost of products sold was 45% of net sales in 1996, 1995, and 1994. Research and development (R&D) expense was up slightly over 1995. New product activity continued at a high level for the third consecutive year and reflects efficiencies achieved in the R&D function to bring new products to market faster and at lower overall costs. R&D activities are anticipated to continue at current levels as a percent of sales. We expect to continue to shorten development times and further improve cost efficiencies while maintaining a high level of new product activity in 1997. Selling, delivery, and administration expenses increased 12% over 1995 and remained constant as a percentage of net sales. The increase is principally attributable to the strategic growth of our international business where we have increased our overhead infrastructure through acquisitions or through expanding our marketing activities in Latin America, the Caribbean, Canada, the Pacific Rim, and Central Europe. In addition, we incurred transition costs related to the implementation of our manufacturing strategy, and our new Customer Interface project that we believe will improve customer service. We continue to focus on improving our cost structure and anticipate continued spending during 1997 on our International infrastructure and the Customer Interface initiative. Advertising expense increased 5% over 1995 and includes a shift in emphasis away from consumer sales promotions, i.e., couponing, to media advertising, which increased at a rate faster than sales. This follows a trend started in 1995 when marketing expense increased 3% over 1994. Interest expense, the majority of which relates to long-term financing, increased by $13,168,000 in 1996 and $6,696,000 in 1995 due to additional borrowings to finance acquisitions and our share-repurchase program. Effective tax rates were 40.0%, 40.6%, and 41.3% in 1996, 1995, and 1994, respectively. The decrease in 1995 was principally due to the effecting 1994 of the retroactive 1% increase in the federal statutory tax rate that was reflected in 1994 earnings. Earnings per share from continuing operations increased $.50 in 1996 over 1995, a 13% improvement, and $.43 in 1995, also a 13% improvement over 1994, both of which were driven by the volume growth described above and shares repurchased in 1996, 1995, and 1994 under the share-repurchase program. Net earnings per share decreased in 1995 from 1994 due to the inclusion in 1994 of $.59 earnings per share from discontinued operations. Foreign Operations Foreign net sales were $302,575,000 and represented 14% of total company sales in 1996. This was up significantly from 1995 and 1994 when foreign sales represented only 9% and 7%, respectively, of total Company sales. This growth comes primarily from volume associated with acquisitions made in the last three years, principally in Latin America. Foreign pre-tax earnings in 1996 were $14,525,000 and have grown from $5,989,000 in 1994. Earnings levels in these years reflect investment spending on our international infrastructure and the cost of integrating these operations into our mode of business. Our stated strategy has been to grow our International business to 20% of total Company net sales by the turn of the century. Commensurate with the growth in sales, identifiable assets have grown to $613,375,000 in 1996 from $191,468,000 in 1994 primarily due to acquisitions of existing businesses abroad. Financial Position and Liquidity Cash provided by continuing operations was a record $406,665,000 in 1996 and resulted from record earnings and our continued focus on efficient utilization of resources driven by the Clorox Value Measure (CVM) economic value measurement system implemented in 1993. CVM increased 20% in 1996 over 1995. The 1995 increase in CVM was 26%, which followed the two previous years' increases of 18%. Inventory levels are up over last year due to acquisitions in 1996 and 1995. Both short-term and long-term debt increased over the prior year principally to fund a portion of 1996 investing activities and the stock repurchase program. At June 30, 1996, we had available a $350,000,000 credit agreement with a syndication of banks that expires on May 31, 2000. During 1996, we invested $165,231,000 in new businesses. Foreign acquisitions included the Poett San Juan home products business in Argentina, the largest business acquired, and the Electroquimicas Unidos S.A.C.I. bleach business in Chile. Domestically, acquisitions included the Black Flag line of insecticides and the Lestoil brand of home cleaning products. During 1995, $97,651,000 was invested in new businesses, all of which were outside the United States. The largest single investment was Brita International Holdings, Inc., of Canada. On January 1, 1994, the S.O.S products business was acquired for $116,488,000. Also during 1994, additional foreign investments of $25,949,000 were made. Dividends paid in 1996 were $110,447,000 or $2.12 per share. In July 1996, we announced a 9.4% increase in the quarterly dividend rate to $.58 from $.53 per share for a new annual rate of $2.32. In 1996, 1995, and 1994, cash flow from operations has exceeded cash needs for capital expenditures, dividends, and scheduled debt service. We believe that cash flows from operations, supplemented if necessary by financing expected to be available from external sources, will provide sufficient liquidity for the foreseeable future. However, depending upon conditions in the financial markets and other factors, the Company may from time to time consider the issuance of debt or other securities, the proceeds of which would be used to finance acquisitions, to refinance debt, or for other general corporate purposes. Proceeds from the sale of discontinued operations generated cash of $159,293,000 in 1994. We recently completed a stock repurchase program authorized in July 1995 by our Board of Directors. During 1996, 1,266,906 shares were repurchased at a cost of $98,112,000. During 1995, we completed a stock repurchase program initiated in 1989 in which 5,000,000 shares were repurchased. Reacquired shares are held as treasury shares and are available for reissuance for corporate uses. In order to manage the impact of interest rate movements on interest expense and interest income, we have approved the use of interest rate derivative instruments, such as interest rate swaps. These instruments have the effect of converting fixed rate interest to floating, or floating to fixed. Conditions under which derivatives can be used are set forth in a Company Policy Statement. They include a restriction on the amount of such activity to a designated portion of existing debt, a limit on the term of any derivative transaction, and a specific prohibition of the use of any leveraged instrument. Other derivative instruments used to hedge assets and anticipated transactions include foreign currency contracts. We are committed to an ongoing program of comprehensive, long-term environmental assessment of our facilities. This program is implemented by the Company's Department of Health, Safety and Environment, with guidance from legal counsel. During each facility assessment, compliance with applicable environmental laws and regulations is evaluated and the facility is reviewed in an effort to identify possible future environmental liabilities. Although not material, at June 30, 1996 and 1995, expected costs have been accrued for the probable future costs of environmental liabilities without offset for expected insurance recoveries or discounting for present value. INDEPENDENT AUDITOR'S REPORT The Stockholders and Board of Directors of The Clorox Company: We have audited the accompanying consolidated balance sheets of The Clorox Company and its subsidiaries (the companies) as of June 30, 1996 and 1995, and the related statements of consolidated earnings, consolidated stockholders' equity and consolidated cash flows for the years ended June 30, 1996, 1995, and 1994. These financial statements are the responsibility of the companies' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the companies at June 30, 1996 and 1995, and the results of their operations and their cash flows for the years ended June 30, 1996, 1995, and 1994 in conformity with generally accepted accounting principles. /S/ DELOITTE & TOUCHE LLP Deloitte & Touche LLP Oakland, California August 8, 1996 CONSOLIDATED FINANCIAL STATEMENTS Years ended June 30 (in thousands, except per-share amounts) 1996 1995 1994 Net Sales $2,217,843 $1,984,170 $1,836,949 - -------------------------------------------------------------------------------------------------------- Costs and Expenses Cost of products sold 1,007,200 892,172 820,434 Selling, delivery and administration 464,767 416,392 359,360 Advertising 285,015 271,730 286,666 Research and development 45,821 44,819 44,558 Interest expense 38,288 25,120 18,424 Other (income) expense, net 6,365 (3,957) 874 - -------------------------------------------------------------------------------------------------------- Total costs and expenses 1,847,456 1,646,276 1,530,316 - -------------------------------------------------------------------------------------------------------- Earnings Before Income Taxes 370,387 337,894 306,633 Income Taxes 148,295 137,062 126,640 - -------------------------------------------------------------------------------------------------------- Earnings from Continuing Operations 222,092 200,832 179,993 Earnings from Discontinued Operations - - 32,064 - -------------------------------------------------------------------------------------------------------- Net Earnings $ 222,092 $ 200,832 $ 212,057 ======================================================================================================== Earnings per Common Share Continuing operations $ 4.28 $ 3.78 $ 3.35 Discontinued operations - - 0.59 - -------------------------------------------------------------------------------------------------------- Net Earnings $ 4.28 $ 3.78 $ 3.94 ======================================================================================================== Weighted Average Shares Outstanding 51,935 53,147 53,800 ======================================================================================================== See notes to consolidated financial statements. CONSOLIDATED BALANCE SHEETS Years ended June 30 (in thousands, except shares and per-share amounts) 1996 1995 Assets Current Assets Cash and short-term investments $ 90,828 $ 137,330 Accounts receivable, less allowance 315,106 311,868 Inventories 138,848 121,095 Prepaid expenses 18,076 18,543 Deferred income taxes 10,987 11,495 - --------------------------------------------------------------------------------------------------------------------- Total current assets 573,845 600,331 - --------------------------------------------------------------------------------------------------------------------- Property, Plant and Equipment - Net 551,437 524,972 - --------------------------------------------------------------------------------------------------------------------- Brands, Trademarks, Patents and Other Intangibles - Net 704,669 592,792 - --------------------------------------------------------------------------------------------------------------------- Investments in Affiliates 99,033 96,385 - --------------------------------------------------------------------------------------------------------------------- Other Assets 249,910 92,192 - --------------------------------------------------------------------------------------------------------------------- Total $2,178,894 $1,906,672 ===================================================================================================================== Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 155,366 $ 122,763 Accrued liabilities 266,192 234,595 Short-term debt 192,683 115,303 Income taxes payable 9,354 6,283 Current maturities of long-term debt 291 379 - --------------------------------------------------------------------------------------------------------------------- Total current liabilities 623,886 479,323 - --------------------------------------------------------------------------------------------------------------------- Long-term Debt 356,267 253,079 - --------------------------------------------------------------------------------------------------------------------- Other Obligations 117,505 85,129 - --------------------------------------------------------------------------------------------------------------------- Deferred Income Taxes 148,408 145,228 - --------------------------------------------------------------------------------------------------------------------- Stockholders' Equity Common stock - authorized, 175,000,000 shares, $1 par value 55,422 55,422 Additional paid-in capital 111,782 108,347 Retained earnings 1,078,789 971,380 Treasury shares, at cost (268,652) (168,217) Cumulative translation adjustments and other (44,513) (23,019) ===================================================================================================================== Stockholders' equity 932,828 943,913 - --------------------------------------------------------------------------------------------------------------------- Total $2,178,894 $1,906,672 ===================================================================================================================== See notes to consolidated financial statements. STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY cumulative (in thousands, except shares common stock additional treasury shares translation and per-share amounts) -------------------- paid-in retained ------------------ adjustments shares amount capital earnings shares amount and other ========================================================================================================================== Balance, June 30, 1993 55,422,297 $55,422 $105,483 $ 762,162 (572,155) $ (23,357) $(20,416) Net earnings 212,057 Dividends ($1.80 per share) (97,095) Employee stock plans and other 1,071 (292) 405,414 16,121 Treasury stock acquired (1,883,300) (99,910) Translation adjustments (1,829) - -------------------------------------------------------------------------------------------------------------------------- Balance, June 30, 1994 55,422,297 55,422 106,554 876,832 (2,050,041) (107,146) (22,245) Net earnings 200,832 Dividends ($1.92 per share) (102,272) Employee stock plans and other 1,793 (4,012) 355,211 17,199 (1,187) Treasury stock acquired (1,325,485) (78,270) Translation adjustments 413 - -------------------------------------------------------------------------------------------------------------------------- Balance, June 30, 1995 55,422,297 55,422 108,347 971,380 (3,020,315) (168,217) (23,019) Net earnings 222,092 Dividends ($2.12 per share) (110,447) Employee stock plans and other 3,435 (4,236) 362,750 14,936 (9,949) Treasury stock acquired (1,266,906) (98,112) Put option obligations (240,000) (17,259) Translation adjustments (11,545) - -------------------------------------------------------------------------------------------------------------------------- Balance, June 30, 1996 55,422,297 $55,422 $111,782 $1,078,789 (4,164,471) $(268,652) $(44,513) See notes to consolidated financial statements. STATEMENTS OF CONSOLIDATED CASH FLOWS Years ended June 30 (in thousands) 1996 1995 1994 Operations Earnings from continuing operations $ 222,092 $ 200,832 $ 179,993 Adjustments to reconcile to net cash provided by continuing operations: Depreciation and amortization 116,534 103,866 94,120 Deferred income taxes 2,020 15,386 15,985 Other 16,057 7,498 25,985 Effects of changes in: Accounts receivable 27,447 (58,314) (18,299) Inventories (5,132) (11,723) 5,691 Prepaid expenses 7,653 (1,892) 2,355 Accounts payable 17,890 21,771 13,485 Accrued liabilities 2,561 15,630 (8,134) Income taxes payable (457) (2,205) (12,741) - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by continuing operations 406,665 290,849 298,440 Net cash (used for) discontinued operations - - (31,658) - ------------------------------------------------------------------------------------------------------------------------ Net cash provided by operations 406,665 290,849 266,782 - ------------------------------------------------------------------------------------------------------------------------ Investing Activities Property, plant and equipment (84,804) (62,911) (56,627) Net proceeds from sales of businesses - - 159,293 Businesses purchased (165,231) (97,651) (142,437) Disposal of property, plant and equipment 2,671 8,707 11,264 Other (47,312) (23,299) (22,046) - ------------------------------------------------------------------------------------------------------------------------ Net cash used for investment (294,676) (175,154) (50,553) - ------------------------------------------------------------------------------------------------------------------------ Financing Activities Long-term borrowings 110,000 47,298 13,000 Long-term debt repayments (14,732) (2,806) (741) Forward purchase financing agreements (110,045) (31,138) - Short-term borrowings, net 50,763 62,115 3,430 Cash dividends (110,447) (102,272) (97,095) Treasury stock acquired (98,112) (78,270) (99,910) Employee stock plans and other 14,082 10,786 9,845 - ------------------------------------------------------------------------------------------------------------------------ Net cash used for financing (158,491) (94,287) (171,471) - ------------------------------------------------------------------------------------------------------------------------ Net (decrease) increase in cash and short-term investments (46,502) 21,408 44,758 Cash and short-term investments: Beginning of year 137,330 115,922 71,164 - ------------------------------------------------------------------------------------------------------------------------ End of year $ 90,828 $ 137,330 $ 115,922 ======================================================================================================================== Cash Paid For Interest (net of amounts capitalized) $ 36,576 $ 25,479 $ 18,267 Income taxes 116,799 106,821 128,210 Noncash Transactions Liabilities arising from businesses purchased $ 75,690 $ 25,047 $ 7,200 ======================================================================================================================== See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 Significant Accounting Policies Nature of Operations and Principles of Consolidation The Company is principally engaged in the production and marketing of nondurable consumer products to grocery stores, mass merchandisers and other retail outlets. The consolidated financial statements include the statements of the Company and its majority-owned and controlled subsidiaries. All significant intercompany transactions and accounts are eliminated in consolidation. Accounting Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from estimates and assumptions made. Short-term Investments Short-term investments consist of money market and other high-quality instruments with an initial maturity of three months or less and are stated at cost, which approximates market value. Inventories Inventories are stated at the lower of cost or market. Cost of the majority of inventories is determined on the last-in, first-out (LIFO) method. Cost of the remainder of the inventories is determined generally on the first-in, first-out (FIFO) method. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is calculated by the straight-line method over the estimated useful lives of the depreciable assets. Brands, Trademarks, Patents and Other Intangibles Brands, trademarks, patents and other intangible assets arising from transactions after October 30, 1970 are amortized over their estimated useful lives up to a maximum of 40 years. Carrying values are reviewed periodically and a determination of impairment is made based on estimates of future cash flows, undiscounted and without interest charges. Investments in Affiliates The Company holds minority investments in foreign entities which are accounted for under the equity method. The most significant investment is a 20 percent equity ownership in Henkel Iberica, S.A. of Spain. Forward Purchase Financing Agreements I n connection with the financing of acquisitions in Argentina in 1996 and the Brita water filtration systems business in Canada in 1995, the Company entered into forward purchase agreements with third parties whereby the Company has purchased preferred stock of certain of its foreign subsidiaries for future delivery from third parties who have the right to acquire the preferred stock according to the terms of certain subscription agreements. The differences between the purchase prices and the third party subscription prices are being accreted on a straight-line basis over the terms of the agreements. Income Taxes The Company uses the liability method to account for income taxes, in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Foreign Currency Translation The local currency is primarily the functional currency for the Company's foreign operations. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Income and expenses are translated at the average exchange rates during the year. Translation gains and losses, and the effects of exchange rate changes on transactions designated as hedges of net foreign investments, are reported in stockholders' equity. Transaction gains and losses and foreign currency gains and losses where the U.S. dollar is the functional currency are included in net earnings. Earnings per Common Share Earnings per common share are computed by dividing net earnings by the weighted average number of common shares outstanding during each year. The potential dilution from the exercise of stock options is not material. Major Customer Sales to the Company's largest customer, Wal-Mart Stores, Inc. and its affiliates, were 14%, 13%, and 12% of consolidated net sales in 1996, 1995, and 1994, respectively. Derivative Financial Instruments The use of financial instruments is limited to purposes other than trading and includes management of interest rate movements (interest rate swaps), and foreign currency exposure (forward contracts) related to supply contracts, accounts receivable and net investments in foreign subsidiaries. Both categories of financial instruments are treated as off-balance sheet financial instruments. Gains or losses on hedges of existing assets are included in the carrying amounts and are recognized in earnings when those assets are liquidated. Gains or losses arising from hedges of firm commitments and anticipated transactions are deferred and recognized in earnings or as an adjustment of carrying amounts when the hedged transaction occurs. Interest rate swap agreements are accounted for using the settlement basis of accounting. As such, no gains or losses are recorded for movements in the swaps' values during the term of the agreements. Note 2 Discontinued Operations The Company sold its bottled water and frozen foods businesses during 1994 for $159,293,000. The sale of these businesses resulted in a net gain of $31,430,000. Results of discontinued operations are classified separately in the Statements of Consolidated Earnings and include (in thousands): 1994 Net sales $18,700 - -------------------------------------========== Earnings from operations before income taxes $ 1,043 Income taxes (409) - ----------------------------------------------- Net earnings from discontinued operations 634 - ----------------------------------------------- Gain on sale of businesses 42,177 Income taxes (10,747) - ----------------------------------------------- Net gain on sale of businesses 31,430 - ----------------------------------------------- Earnings from discontinued operations $32,064 - -------------------------------------========== Note 3 Acquisitions Acquisitions in 1996 totaled $165,231,000 and included Black Flag insecticides, Lestoil cleaner, the Poett San Juan home cleaning products business in Argentina, and the Electroquimicas Unidas S.A.C.I. bleach business in Chile. They were each accounted for as purchases and were funded with cash from operations and debt. Approximately $143,019,000 of the total acquisition costs have been allocated to brands, trademarks and other intangibles to be amortized over estimated lives of up to 40 years. Purchases in 1996 included, at fair value, assets of $97,902,000, and the assumption of liabilities of $75,690,000. Acquisitions in 1995 totaled $97,651,000 and were funded from cash from operations and debt. They included Brita International Holdings, Inc., a Canadian-based manufacturer and marketer of Brita water filtration systems, and eight foreign investments, all of which were accounted for as purchases. Approximately $96,337,000 of the acquisition cost was allocated to brands, trademarks and other intangibles to be amortized over estimated lives up to 40 years. Those purchased in 1995 included, at fair value, assets of $26,361,000 and the assumption of liabilities of $25,047,000. On January 31, 1994, the Company acquired the S.O.S products business of Miles, Inc., which was accounted for as a purchase. The acquisition cost of $116,488,000 included the S.O.S brand of soap pads and other cleaning products in the United States and Canada, manufacturing facilities, and certain items of working capital. Approximately $98,850,000 of the purchase price has been allocated to brands, trademarks and other intangibles to be amortized over an estimated life of 40 years. The purchase included, at fair value, current assets of $9,200,000; property, plant and equipment of $15,600,000; the assumption of current liabilities of $5,300,000, and a post retirement healthcare liability of $1,900,000. In addition, acquisitions included various foreign investments of $25,949,000. These acquisitions were funded from cash from operations and short-term borrowings. Operating results of acquired businesses are included in consolidated net earnings from the date of acquisition. Note 4 Inventories The major classes are (in thousands): 1996 1995 - ----------------------------------------------------------------------- Finished goods and work in process $ 82,261 $ 71,102 Raw materials and supplies 56,587 49,993 - ----------------------------------------------------------------------- Total $138,848 $121,095 ======================================================================= Had the cost of inventories been determined using the FIFO method, inventories would have been higher by approximately $13,320,000 at June 30, 1996 and $14,218,000 at June 30, 1995. The LIFO method was used to value 61% of the inventory at June 30, 1996 and 74% at June 30, 1995. Note 5 Property, Plant and Equipment The major classes are (in thousands): 1996 1995 - -------------------------------------------------------------------- Land and improvements $ 63,474 $ 60,083 Buildings 274,895 263,509 Machinery and equipment 577,015 534,660 Construction in progress 45,897 31,622 - ----------------------------------------------------------------------- Total 961,281 889,874 Less accumulated depreciation 409,844 364,902 - ----------------------------------------------------------------------- Net $551,437 $524,972 - ----------------------------------------------========================= Depreciation expense was $72,619,000 in 1996, $66,886,000 in 1995 and $61,660,000 in 1994. Note 6 Brands, Trademarks, Patents and Other Intangibles - Net The major classes are (in thousands): 1996 1995 - ------------------------------------------------------------------------ Brands and trademarks $722,149 $583,902 Patents and other intangibles 133,096 129,076 Accumulated amortization (150,576) (120,186) - ----------------------------------------------------------------------- Net $704,669 $592,792 - ----------------------------------------------========================= Brands and trademarks include $41,708,000 of continuing value arising from transactions prior to October 31, 1970. Note 7 Other Assets The major components are (in thousands): 1996 1995 - ------------------------------------------------------------------------ Forward purchase financing agreements $146,524 $31,138 Other 103,386 61,054 - ------------------------------------------------------------------------ Total $249,910 $92,192 - ----------------------------------------------========================= The cost to acquire preferred stock of certain foreign subsidiaries according to terms of forward purchase financing agreements was $141,183,000 and $31,138,000 at June 30, 1996 and 1995, respectively. The difference between cost and third party subscription price of the preferred stock is being accreted on a straight-line basis over five years. The amount of accretion included in other income was $5,341,000 in 1996. Note 8 Accrued Liabilities Advertising costs included in accrued liabilities at June 30, 1996 and 1995 were $121,877,000 and $126,268,000, respectively. Note 9 Short-term Debt The major components are (in thousands): 1996 1995 - --------------------------------------------------------------- Commercial paper $167,241 $105,031 Bank loans 25,442 10,272 - --------------------------------------------------------------- Net $192,683 $115,303 - ----------------------------------------======================= Note 10 Long-term Debt The principal components are (in thousands): 1996 1995 - ----------------------------------------------------------------- 8.8% Non-callable notes due August 2001, including net unamortized premium of $173 and $208, respectively $200,173 $200,208 Bank loans due March 2001, including accrued unpaid interest of $2,325, at fixed rates ranging from 6.7% to 7.7% 112,325 - Other debt 44,060 53,250 - ----------------------------------------------------------------- 356,558 253,458 Less: current maturities 291 379 - ----------------------------------------------------------------- Long-term debt $356,267 $253,079 - -----------------------------------------------================== The Company has a $350,000,000 credit agreement with a syndication of banks which expires on May 31, 2000. The credit agreement requires maintenance of a minimum net worth of $704,000,000. At June 30, 1996, the credit agreement is available for general corporate purposes and for the support of additional commercial paper issuance. Note 11 Financial Instruments and Fair Values In order to manage the impact of interest rate movements, the Company has entered into six interest rate swap agreements. The transactions effectively convert a portion of the Company's interest rate exposure on its 8.8% fixed rate non-callable notes to a floating rate. The effect of the swap agreements on the 8.8% fixed rate notes reduced interest expense by $522,000 and $573,000 in 1996 and 1995, respectively, and resulted in effective borrowing rates of 8.5% in both years. Under the terms of these agreements, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed-rate and floating-rate interest amounts as calculated by reference to agreed upon notional principal amounts. LIBOR is used as the variable rate index for calculation. In 1996, the Company entered into a Canadian dollar interest rate swap that converted a portion of the exposure of floating interest rate Canadian debt to a fixed rate of 6.3%. This swap agreement resulted in an effective borrowing rate of 6.9%. Exposure to counterparty credit risk has been decreased by entering into these agreements only with major financial institutions that are expected to fully perform under the terms of the swap agreements. Notional amounts outstanding and weighted average rates at June 30 are (in thousands): 1996 1995 - ----------------------------------------------------------------- Received fixed/pay floating - notional amounts $100,000 $100,000 Weighted average receive rate 6.3% 6.6% Weighted average pay rate 5.9% 6.6% Pay fixed/received floating - notional amounts $ 75,665 $ 50,000 Weighted average pay rate 7.4% 6.3% Weighted average receive rate 6.4% 6.6% Original terms to maturity of these agreements ranged from 71/2 to 73/4 years where fixed rates are received and at June 30, 1996 the remaining term for these agreements was approximately 5 years. Original terms to maturity where fixed rates are paid were 13/4 to 2 years and at June 30, 1996 the remaining term for these agreements was approximately 11/2 years. Foreign currency forward contracts may be used periodically to manage foreign exchange risks associated with export sales and purchases from foreign suppliers denominated in foreign currency, net investments in foreign subsidiaries, and other third party or intercompany foreign currency obligations. These contracts are entered into with major financial institutions thereby decreasing the risk of loss. Foreign currency forward contracts with notional amounts totaling $100,942,000 and $17,937,000 were outstanding at June 30, 1996 and 1995, respectively. The 1996 amount includes $90,000,000 of Argentine peso contracts. The balance of the 1996 amount and the 1995 amount is Canadian dollar denominated contracts. The majority of contracts outstanding at June 30, 1996 will expire prior to December 31, 1996. Fair Values The Company has used market information for similar instruments and applied judgement to estimate fair values of financial instruments. The carrying values of cash and short-term investments, accounts receivable and payable, and short-term debt approximate fair values due to their short-term nature. The values of other financial instruments at June 30 are (in thousands): 1996 1995 - ---------------------------------------------------------------------- book fair book fair - ---------------------------------------------------------------------- Forward purchase financing agreements $ 146,524 $ 146,524 $ 31,138 $ 31,138 Long-term debt (356,267) (373,267) (253,079) (275,579) Foreign exchange contracts - (211) - 426 Interest rate swaps - (4,095) - (3,539) ======================================================================= Note 12 Stockholders' Equity In addition to common stock, the Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $1 per share, none of which is outstanding. The Company has a stock option plan under which options to purchase shares of common stock may be granted to key employees. The plan provides that the option price shall not be less than the fair market value of the shares on the date of grant and that no portion of the option may be exercised beyond ten years from that date. Options which are outstanding at June 30, 1996 become exercisable cumulatively over one, two or three years from the grant date. At June 30, 1996 no shares were available for the granting of additional options or other stock compensation awards. The Company sold 240,000 put options and purchased 240,000 call options during the second quarter of fiscal year 1996 with various strike prices (average of $71.91 per share) that expire on various dates through September 30, 2005. Upon exercise, each put option requires the Company to purchase, and each call option allows the Company to buy one share of its common stock at the strike price. The aggregate exercise price of the put options, $17,259,000, has been classified as other long-term obligations with a corresponding increase in treasury stock at June 30, 1996. A summary of changes in common stock options during 1996 and 1995 is: number of shares price per share - ------------------------------------------------------------------------ Outstanding at June 30, 1994 2,358,120 $13.81 - $63.50 Granted 386,897 48.88 - 57.20 Exercised (330,140) 13.81 - 54.63 Cancelled (35,114) 40.50 - 52.94 - ------------------------------------------------------------------------ Outstanding at June 30, 1995 2,379,763 20.00 - 63.50 Granted 1,479,019 64.69 - 97.13 Exercised (417,135) 20.00 - 54.63 Cancelled (58,431) 43.75 - 71.75 - ------------------------------------------------------------------------ Outstanding (held by 207 optionees) at June 30, 1996 3,383,216 $24.34 - $97.13 ======================================================================== Options exercisable at: June 30, 1996 1,424,228 June 30, 1995 1,328,838 ======================================================================== Note 13 Leases The Company leases transportation equipment and a limited number of its manufacturing, warehousing and office facilities. Most leases are classified as operating leases and will expire over the next five years. Future total minimum lease payments are $6,759,000, and do not exceed $3,765,000 in any one year. Rental expense for continuing operations was $9,899,000 in 1996, $11,424,000 in 1995 and $11,875,000 in 1994. Space not occupied by the Company in its headquarters building is let to other tenants under operating leases expiring through 2006. Future total minimum rentals to be received are $4,637,000 and do not exceed $1,102,000 in any one year. Note 14 Other Expense (Income), Net The major components are (in thousands): 1996 1995 1994 - ------------------------------------------------------------------------ Amortization of intangibles $30,439 $26,582 $23,896 Equity in earnings of affiliates (9,793) (4,441) (5,926) Interest income (8,132) (7,796) (5,292) Royalty income (7,622) (7,110) (8,850) Other, net 1,473 (11,192) (2,954) - ------------------------------------------------------------------------ Total $ 6,365 $ (3,957) $ 874 ======================================================================== Note 15 Income Taxes Income tax expenses are (in thousands): 1996 1995 1994 - ------------------------------------------------------------------------ Current Federal $109,964 $ 96,44 $ 86,686 State 22,532 19,778 17,562 Foreign 13,779 5,454 3,569 - ------------------------------------------------------------------------ Total current 146,275 121,676 107,817 - ------------------------------------------------------------------------ Deferred Federal 778 12,232 16,416 State 709 688 1,173 Foreign 533 2,466 1,234 - ------------------------------------------------------------------------ Total deferred 2,020 15,386 18,823 - ------------------------------------------------------------------------ Total expense $148,295 $137,062 $126,640 ======================================================================== Effective income tax rate 40.0% 40.6% 41.3% The reconciliation between the Company's effective income tax rate and the statutory federal income tax rate is as follows: 1996 1995 1994 - ---------------------------------------------------------------------- Federal statutory rate 35.0% 35.0% 35.0% State income taxes, net of federal tax benefit 4.0 3.9 3.9 Taxes on foreign earnings 1.8 1.5 1.1 Retroactive effect of federal rate increase - - 1.0 Other (.8) .2 .3 - ----------------------------------------------------------------------- Effective income tax rate 40.0% 40.6% 41.3% ======================================================================= The net deferred income tax liabilities (assets), both current and non-current at June 30, result from the tax effects of the following temporary differences (in thousands): 1996 1995 - ------------------------------------------------------------- Amortization/depreciation $ 64,605 $ 61,354 Safe harbor lease agreements 26,431 29,401 Unremitted foreign earnings 45,096 45,473 Post employment benefits (19,143) (17,712) Other 20,432 15,217 - ------------------------------------------------------------- Net $137,421 $133,733 ============================================================= Note 16 Employee Benefit Plans Retirement Income Plans The Company has defined benefit pension plans for substantially all its domestic employees. Benefits are based on either employee years of service and compensation or stated dollar amount per year of service. The Company is the sole contributor to the plans, in amounts deemed necessary to provide benefits and to the extent deductible for federal income tax purposes. Assets of the plans consist primarily of stocks and bonds. The components of pension expense are (in thousands): 1996 1995 1994 - ----------------------------------------------------------------------------- Service cost - benefits earned in current year $ 6,238 $ 6,944 $ 5,970 Interest on projected benefit obligation 9,343 8,913 7,753 Return on plan assets: Actual gain (25,026) (19,347) (2,762) Deferral of the actual gain in excess of (less than) the assumed rate of 8.75% in 1996 and 8% in 1995 and 1994 12,831 9,702 (6,029) Other gains, including amortization over 15 years of the net pension transition asset at July 1, 1985 (1,075) (701) (790) - ----------------------------------------------------------------------------- Total pension expense $ 2,311 $ 5,511 $ 4,142 ============================================================================= The plans' funded status at June 30 are as follows (in thousands): 1996 1995 - --------------------------------------------------------------------- Actuarial present value of the accumulated benefit obligation, including vested benefits of $106,508 in 1996 and $95,410 in 1995 $110,435 $101,580 Plans' assets at market value 164,080 141,385 Projected benefit obligation, determined using a discount rate of 8% and including the effect of an assumed annual increase in future compensation levels of 4.5% in 1996 and 1995 129,721 124,119 - ---------------------------------------------------------------------- Excess of plans' assets over pension obligation 34,359 17,266 Less deferrals: Remaining unamortized balance of net pension transition asset at July 1, 1985 (7,044) (8,691) Prior service cost (2,049) 4,734 Other net (gains) losses (5,157) 6,072 - ----------------------------------------------------------------------- Accrued pension asset included in other assets $ 20,109 19,381 ======================================================================= The Company has defined contribution plans for most of its domestic employees not covered by collective bargaining agreements, to which it has contributed through June 30, 1995 based on its earnings or participants' contributions. Effective July 1, 1995, the Company's contribution is based on the Clorox Value Measure economic value measurement system, defined as net operating earnings after tax less a capital charge for net assets employed. The Company also participates in multi-employer pension plans for certain of its hourly-paid production employees and contributes to those plans based on collective bargaining agreements. The aggregate cost of the defined contribution and multi-employer pension plans was $17,006,000 in 1996, $12,427,000 in 1995 and $12,753,000 in 1994. Retirement Health Care The Company provides certain health care benefits for employees who meet age, participation and length of service requirements at retirement. The plans pay stated percentages of covered expenses after annual deductibles have been met. Benefits paid take into consideration payments by Medicare. The plans are not prefunded and the Company has the right to modify or terminate certain of these plans. Postretirement health care expense consists of the following (in thousands): 1996 1995 1994 - ----------------------------------------------------------------------------- Service cost - benefits earned in the current year $2,738 $2,643 $2,823 Interest on projected benefit obligation 3,365 3,041 2,881 - ----------------------------------------------------------------------------- Total postretirement health care expense $6,103 $5,684 $5,704 ============================================================================= Benefits paid were $1,306,000, $1,191,000 and $1,058,000 in fiscal years 1996, 1995, and 1994, respectively. The accumulated postretirement benefit obligation (APBO) includes the following at June 30 (in thousands): 1996 1995 - ----------------------------------------------------------- Retirees $11,892 $12,086 Active employees 35,770 31,109 Deferral of net gains 5,755 5,425 - ----------------------------------------------------------- Total unfunded accrued benefit obligation included in other obligations $53,417 $48,620 =========================================================== The assumed health care cost trend rate used in measuring the APBO was 10.5% for 1996, gradually declining to 5.5% over the next 8 years. Change sin these rates can have a significant effect on amounts reported. A one percentage point increase in the trend rates would increase the June 30, 1996 accumulated postretirement benefit obligation by $8,674,000 and increase 1996 expense by $1,351,000. The discount rate used to determine the APBO was 8%. Note 17 Industry Segment Information The Company's operations are predominately in the nondurable consumer products industry and include the manufacture and marketing of products through grocery and other retail stores. Operations include those in the United States and foreign countries. Foreign operations are principally in Latin American countries, which include Argentina, Brazil, Mexico and Chile. Earnings before income taxes for Domestic and Foreign operations represent operating profits, while corporate pretax earnings and identifiable assets include interest income and expense and other non-allocable items of earnings, all cash, marketable securities, forward purchase financing agreements, and the Corporate headquarters facility. Financial information by geographic area for 1996, 1995, and 1994 is summarized at the right (in thousands): 1996 1995 1994 - -------------------------------------------------------------------------- Net sales Domestic $1,915,268 $1,802,993 $1,713,152 Foreign 302,575 181,177 123,797 - -------------------------------------------------------------------------- Net $2,217,843 $1,984,170 $1,836,949 ========================================================================== Earnings (losses) before income taxes Domestic $ 442,694 $ 412,627 $ 375,698 Foreign 14,525 5,709 5,989 Corporate (86,832) (80,442) (75,054) - -------------------------------------------------------------------------- Total $ 370,387 $ 337,894 $ 306,633 ========================================================================== Identifiable assets Domestic $1,131,760 $1,183,058 $1,206,937 Foreign 613,375 370,515 191,468 Corporate 433,759 353,099 299,164 - -------------------------------------------------------------------------- Total $2,178,894 $1,906,672 $1,697,569 ========================================================================== Note 18 Contingent Liabilities The Company is subject to various lawsuits and claims arising out of its businesses which relate to contracts, environmental issues, product liability, patent and trademark matters, taxes and other issues. In the opinion of management, after consultation with counsel, the disposition of these matters will not have a material adverse effect, individually or in the aggregate, on the Company's financial position, results of operations, or liquidity. RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS The management of the Company is responsible for the integrity and objectivity of the financial statements included in this Annual Report. In fulfilling this responsibility, management maintains an effective system of internal accounting controls and supports a comprehensive internal audit program. The Board of Directors has an Audit Committee consisting of independent directors. The Audit Committee meets regularly with management, internal auditors and Deloitte & Touche LLP, independent auditors. Deloitte & Touche LLP and the internal auditors have full authority to meet with the Audit Committee, either with or without management representatives present. Deloitte & Touche LLP have completed their audit of the accompanying consolidated financial statements. Their report appears on page 24. FINANCIAL SUMMARY Years ended June 30 (in thousands, except per-share data) 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 ==================================================================================================================================== Operations Net sales $2,217,843 $1,984,170 $1,836,949 $1,634,171 $1,547,057 $1,468,370 $1,309,019 $1,199,293 $1,033,747 $934,985 - ------------------------------------------------------------------------------------------------------------------------------------ Percent change 11.8 8.0 12.4 5.6 5.4 12.2 9.1 16.0 10.6 4.6 - ------------------------------------------------------------------------------------------------------------------------------------ Cost of products sold 1,007,200 892,172 820,434 724,753 678,504 672,405 601,322 548,434 450,5277 422,149 Operating expenses 795,603 732,941 690,584 613,061 612,074 677,468(d) 498,084 458,085 396,910 356,065 Other 44,653 21,163 19,298 21,172 17,382 21,315 (30,755) (28,189) (10,897) (17,588) - ------------------------------------------------------------------------------------------------------------------------------------ Total costs and expenses 1,847,456 1,646,276 1,530,316 1,358,986 1,307,960 1,371,188 1,068,651 978,330 836,540 760,626 - ------------------------------------------------------------------------------------------------------------------------------------ Earnings before income taxes 370,387 337,894 306,633 275,185 239,097 97,182 240,368 220,963 197,207 174,359 Income taxes 148,295 137,062 126,640 107,267 97,903 37,361 87,456 79,718 73,460 75,394 - ------------------------------------------------------------------------------------------------------------------------------------ Earnings from continuing operations 222,092 200,832 179,993 167,918 141,194 59,821 152,912 141,245 123,747 98,965 Earnings (losses) from discontinued operations - - 32,064(a) (867) (23,429)(b) (7,075) 714 (17,101)(e) 8,823 5,934 Cumulative effect of accounting change - - - - (19,061)(c) - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Net earnings $ 222,092 $ 200,832 $ 212,057 $ 167,051 $ 98,704 $ 52,746 $ 153,626 $ 124,144 $ 132,570 $104,899 =================================================================================================================================== Percent change, continuing operations 10.6 11.6 7.2 18.9 136.0 (60.9) 8.3 14.1 25.0 14.3 Common Stock Weighted average shares outstanding(f) 51,935 53,147 53,800 54,698 54,366 54,063 54,873 55,333 55,127 54,652 Earnings (losses) per common share: Earnings from continuing operations $ 4.28 $ 3.78 $ 3.35 $ 3.07 $ 2.60 $ 1.11(d)$ 2.79 $ 2.55 $ 2.26 $ 1.82 Earnings (losses) from discontinued operations - - 0.59(a) (0.02) (0.43)(b) (0.13) 0.01 (0.31)(e) 0.16 0.11 Cumulative effect of accounting change - - - - (0.35)(c) - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ Net earnings $ 4.28 $ 3.78 $ 3.94 $ 3.05 $ 1.82 $ 0.98 $ 2.80 $ 2.24 $ 2.42 $ 1.93 ==================================================================================================================================== Dividends $ 2.12 $ 1.92 $ 1.80 $ 1.71 $ 1.59 $ 1.47 $ 1.29 $ 1.09 $ 0.92 $ 0.79 Stockholders' equity at end of year 18.20 18.01 17.04 16.03 14.92 14.47 15.00 14.19 13.19 11.51 Other Data Continuing operations Working capital (deficiency) $ (50,041)$ 121,008 $ 128,443 $ 160,208 $ (25,322) $ 115,626 $ 151,602 $ 265,569 $ 145,780 $225,596 Property, plant and equipment - net 551,437 524,972 532,600 538,101 508,629 441,794 441,681 348,526 312,068 207,712 Property additions 84,804 62,911 56,627 72,141 114,353 89,009 134,099 66,551 135,702 48,630 Long-term debt 356,267 253,079 216,088 204,000 203,627 405,341 5,807 5,192 20,739 24,513 Percent return on net sales 10.0 10.1 9.8 10.3 9.1 4.1 11.7 11.8 12.0 10.6 Current ratio .9 1.3 1.3 1.4 0.9 1.3 1.7 1.9 1.5 2.3 Total assets 2,178,894 1,906,672 1,697,569 1,649,230 1,589,993 1,656,872 1,124,147 1,189,894 1,121,232 911,097 Stockholders' equity 932,828 943,913 909,417 879,294 813,741 784,276 810,514 786,176 712,854 616,447 Percent return on average stockholders' equity 23.8 21.7 24.2 19.8 12.3 6.4 19.1 16.4 19.9 18.0 ==================================================================================================================================== (a) Includes net gain on the sale of discontinued business of $31,430 or $.58 per share. (b) Includes special charges for the revaluation of certain intangible assets. (c) Nonrecurring charge to recognize the accumulated postretirement health benefit obligation at July 1, 1991, resulting from the adoption of SFAS No. 106. Operating results preceding 1992 were not restated for the adoption of this new standard. (d) Includes a charge for restructuring of $125,250 or $1.45 per share. (e) Includes net loss on the disposal of Olympic HomeCare Products of $20,000, or $.36 per share. (f) Weighted average shares outstanding and earnings per share from 1987 through 1989 assume full dilution from a note converted during 1989. QUARTERLY DATA (in thousands, except per-share amounts) 1st quarter 2nd quarter 3rd quarter 4th quarter year ====================================================================================================================== Year Ended June 30, 1996 Net Sales $518,486 $466,789 $560,091 $672,477 $2,217,843 Cost of Products Sold 231,333 213,171 255,570 307,126 1,007,200 Net Earnings 58,779 37,911 59,599 65,803 222,092 Per Common Share Net Earnings $ 1.12 $ 0.73 $ 1.15 $ 1.28 $ 4.28 Dividends 0.53 0.53 0.53 0.53 2.12 Market Price (NYSE) High 73 3/8 79 1/4 89 3/8 89 1/8 89 3/8 Low 60 7/8 69 1/4 70 1/4 78 3/8 60 7/8 Year end 88 5/8 Price/earnings ratio, year end 21 Year Ended June 30, 1995 Net Sales $476,367 $414,454 $499,060 $594,289 $1,984,170 Cost of Products Sold 210,134 183,963 225,997 272,078 892,172 Net Earnings 53,181 34,095 54,034 59,522 200,832 Per Common Share Net Earnings $ 1.00 $ 0.64 $ 1.02 $ 1.13 $ 3.78 Dividends 0.48 0.48 0.48 0.48 1.92 Market Price (NYSE) High 52 3/4 59 1/2 62 3/8 65 3/4 65 3/4 Low 47 3/4 51 1/4 55 1/4 56 47 3/4 Year end 65 1/4 Price/earnings ratio, year end 17 ======================================================================================================================== THE COMPANY'S PRINCIPAL RETAIL BRANDS, PRODUCTS AND MARKETS United States Laundry Additives: Clorox Regular, fresh scent, lemon fresh and floral fresh liquid bleach Clorox 2 Regular and lemon fresh dry and liquid color-safe bleaches Stain Out Soil and stain remover, liquid and spray - ------------------------------------------------------------------------- Home Cleaning: Clorox Toilet Bowl Toilet bowl cleanser and automatic toilet bowl cleaner Clorox Clean-Up Dilutable household cleaner, spray cleaner and gel Formula 409 All-purpose spray cleaner, regular, professional strength, and fresh scent glass & surface cleaner Lestoil Heavy duty cleaner Liquid-Plumr Drain opener, regular and professional strength; buildup remover; and septic system treatment Pine-Sol Dilutable cleaner, regular and lemon scent; professional strength; spray cleaner Soft Scrub Mild abrasive liquid cleanser: regular, lemon, with bleach, and gel S.O.S Steel wool soap pads: regular, lemon scent and juniors; scrubber sponges Tackle Household cleaner disinfectant Tilex Instant mildew remover, soap scum remover Tuffy Mesh scrubber - ------------------------------------------------------------------------- Charcoal: BBQ Bag Single-use, lightable bag of charcoal briquets Kingsford Charcoal briquets, charcoal briquets with mesquite and charcoal lighter Match Light Instant lighting charcoal briquets - ------------------------------------------------------------------------- Insecticides: Black Flag Insecticides: ant and roach, flying insect and other aerosols; Roach Motel; room fogger Combat Insecticides: ant and roach bait stations; SuperBait roach bait stations; ant granules and stakes; roach gel; ant and roach aerosols and foggers Holiday Insecticide: room fogger - ------------------------------------------------------------------------- Cat Litter: Control Cat litter Fresh Step Cat litter Fresh Step Scoop Scoopable cat litter - ------------------------------------------------------------------------- Dressings & Sauces: Hidden Valley Bottled salad dressing, dry salad dressing and party dip mixes; bottled fat-free salad dressing; ready-to-eat dips Hidden Valley Salad Crispins Seasoned mini-croutons K.C. Masterpiece Barbecue sauce Kitchen Bouquet Browning and seasoning sauce and gravy aid - ------------------------------------------------------------------------- Brita Water filtration systems ========================================================================= Professional Products Clorox Germicidal bleach Clorox Toilet bowl cleanser Clorox Quat sanitizer and disinfectant Clorox Clean-Up Dilutable cleaner Combat Insecticides Formula 409 All-purpose cleaner, glass & surface cleaner, and heavy duty degreaser Hidden Valley Salad dressings K.C. Masterpiece Barbecue sauce Kitchen Bouquet Browning and seasoning sauce and gravy aid Liquid-Plumr Drain opener Maxforce Professional insecticides: ant and roach baits; roach gel; ant granules Pine-Sol Dilutable cleaner S.O.S Pot & pan detergent, steel wool soap pads Tilex Instant mildew remover, soap scum remover ========================================================================= International Markets, excluding export Argentina Brazil Canada Chile Colombia Costa Rica Czech Republic Dominican Republic Egypt Hong Kong Hungary Japan Malaysia Mexico Panama People's Republic of China Peru Poland Puerto Rico Republic of Korea Romania Saudi Arabia/Gulf States Singapore Slovak Republic Spain Taiwan Thailand Uruguay Venezuela Yemen Arab Republic