UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
X SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998 OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-07151
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 31-0595760
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification number)
1221 Broadway - Oakland, California 94612 - 1888
(Address of principal executive offices)
Registrant's telephone number, (510)-271-7000
(including area code)
(Former name, former address and former fiscal year, if changed
since last report)
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
As of September 30, 1998 there were 103,525,444 shares outstanding
of the registrant's common stock (par value - $1.00), the
registrant's only outstanding class of stock.
Total pages 15 1
THE CLOROX COMPANY
PART 1. Financial Information Page No.
--------------------- ---------
Item 1. Financial Statements
Condensed Statements of Consolidated
Earnings
Three Months Ended September 30, 1998
and 1997 3
Consolidated Statements of Comprehensive
Income
Three Months Ended September 30, 1998
and 1997 4
Condensed Consolidated Balance Sheets
September 30, 1998 and June 30, 1998 5
Condensed Statements of Consolidated
Cash Flows
Three Months Ended September 30, 1998
and 1997 6
Notes to Condensed Consolidated
Financial Statements 7-9
Item 2. Management's Discussion and Analysis
of Results of Operations and
Financial Condition 10-13
Item 6. Other Exhibits 14
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Condensed Statements of Consolidated Earnings
(In thousands, except per-share amounts)
Three Months Ended
------------------------------------
9/30/98 9/30/97
------------- -------------
Net Sales $ 685,883 $ 649,284
Costs and Expenses
Cost of products sold 288,551 279,694
Selling, delivery and administration 142,618 130,399
Advertising 91,592 91,544
Research and development 12,949 11,606
Interest expense 18,796 15,494
Other income (3,150) (1,359)
------------- -------------
Total costs and expenses 551,356 527,378
------------- -------------
Earnings before Income Taxes 134,527 121,906
Income Taxes 49,105 47,543
------------- -------------
Net Earnings $ 85,422 $ 74,363
============= =============
Earnings per Common Share
Basic $ 0.82 $ 0.72
Diluted 0.81 0.71
Weighted Average Shares Outstanding
Basic 103,604 103,217
Diluted 105,637 105,184
Dividends per Share $ 0.36 $ 0.32
See Notes to Condensed Consolidated Financial Statements.
3
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
Three Months Ended
----------------------------------
9/30/98 9/30/97
------------ ------------
Net Earnings $ 85,422 $ 74,363
------------ ------------
Other comprehensive
income (loss):
Foreign currency
translation
adjustments (17,015) (4,900)
------------ -------------
Comprehensive Income $ 68,407 $ 69,463
============ =============
4
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
9/30/98 6/30/98
------------- -------------
ASSETS
- ------
Current Assets
Cash and short-term investments $ 109,156 $ 89,681
Accounts receivable, less allowance 347,342 411,868
Inventories 214,701 211,913
Prepaid expenses and other 45,598 45,354
Deferred income taxes 21,668 23,242
------------- -------------
Total current assets 738,465 782,058
Property, Plant and Equipment - Net 598,402 596,293
Brands, Trademarks, Patents and Other Intangibles 1,248,899 1,240,532
Investments in Affiliates 89,478 84,449
Other Assets 334,738 310,018
------------- -------------
Total $ 3,009,982 $ 3,013,350
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Accounts payable $ 127,363 $ 154,348
Accrued liabilities 192,671 268,583
Short-term debt 666,485 768,616
Income taxes payable 56,437 15,370
Current maturities of long-term debt 1,461 1,517
------------- -------------
Total current liabilities 1,044,417 1,208,434
Long-term Debt 466,294 316,260
Other Obligations 209,404 203,000
Deferred Income Taxes 188,266 200,421
Stockholders' Equity
Common stock 110,844 110,844
Additional paid-in capital 87,776 84,124
Retained earnings 1,432,152 1,382,943
Treasury shares, at cost (415,221) (391,864)
Accumulated other comprehensive income (106,876) (89,861)
Other (7,074) (10,951)
------------- -------------
Stockholders' Equity 1,101,601 1,085,235
------------- -------------
Total $ 3,009,982 $ 3,013,350
============= =============
See Notes to Condensed Consolidated Financial Statements.
5
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Condensed Statements of Consolidated Cash Flows
(In thousands)
Three Months Ended
------------------------------------
9/30/98 9/30/97
------------- -------------
Operations:
Net earnings $ 85,422 $ 74,363
Adjustments to reconcile to net cash provided
by operating activities:
Depreciation and amortization 34,926 36,680
Deferred income taxes 2,919 2,216
Other (3,384) (9,555)
Effects of changes in:
Accounts receivable 64,526 16,621
Inventories (1,508) (16,272)
Prepaid expenses (244) 5,870
Accounts payable (28,506) 1,524
Accrued liabilities (70,662) (97,749)
Income taxes payable 38,484 36,007
------------- -------------
Net cash provided by operations 121,973 49,705
Investing Activities:
Property, plant and equipment (20,898) (18,375)
Disposal of property, plant and equipment 128 1,123
Businesses purchased (38,652) (37,910)
Other (31,984) (34,915)
------------- -------------
Net cash used for investment (91,406) (90,077)
Financing Activities:
Short-term debt borrowings - 13,407
Short-term debt repayments (374) (148,312)
Long-term debt and other obligations borrowings 149,223 193,287
Long-term debt and other obligations repayments (2,276) (5,434)
Commercial paper, net (101,745) 2,821
Cash dividends (37,315) (32,918)
Treasury stock purchased (28,109) (4,820)
Issuance of common stock under employee stock plans 9,504 8,666
------------- -------------
Net cash provided by (used for) financing (11,092) 26,697
------------- -------------
Net (Decrease) Increase in Cash and Short-Term Investments 19,475 (13,675)
Cash and Short-Term Investments:
Beginning of period 89,681 101,046
------------- -------------
End of period $ 109,156 $ 87,371
See Notes to Condensed Financial Statements.
6
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(1) The summarized consolidated financial information for the
three months ended September 30, 1998 and 1997 has not been audited,
but in the opinion of management, includes all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the consolidated results of operations, financial
position, and cash flows of The Clorox Company and its subsidiaries
(the "Company"). The results for the three months ended September 30,
1998 should not be considered as necessarily indicative of the results
for the respective year.
(2) Inventories at September 30, 1998 and at June 30, 1998
consisted of (in thousands):
9/30/98 6/30/98
---------- ----------
Finished goods and work in process $ 135,831 $ 130,185
Raw materials and supplies 78,870 81,728
---------- ----------
Total $ 214,701 $ 211,913
(3) Businesses purchased totalling $38,652,000 and $37,910,000
during the quarters ended September 30, 1998 and 1997,
respectively, were funded using a combination of cash and
long-term borrowings and were accounted for as purchases.
These acquisitions included Mistolin bleach and cleaners
business in Venezuela and the Gumption cleaning brand business in
Australia.
(4) In July 1998, the Company refinanced $150,000,000 of
commercial paper by entering into a Deutsche Mark denominated
financing arrangement with private investors. The private
investors exercised an option to finance an additional $50,000,000
under the same terms of this financing arrangement in October 1998.
The Company entered into a series of swaps with notional amounts
totalling $200,000,000 to eliminate foreign currency exposure risk
generated by this Deutsche Mark denominated obligation. The swaps
effectively convert the Company's 2.876% fixed Deutsche Mark
obligation to a floating U.S. dollar rate of 90 day LIBOR less 278
basis points or an effective rate of 2.91%.
7
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(5) In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128
("SFAS 128"), Earnings per Share. SFAS 128 requires dual
presentation of basic EPS and diluted EPS on the face of all
earnings statements issued after December 15, 1997 for all
entities with complex capital structures. Basic earnings per
share is computed by dividing net earnings by the weighted average
number of common shares outstanding each period. Diluted
earnings per share are computed by dividing net earnings by
the diluted weighted average number of common shares outstanding
during the period. Diluted EPS reflects the potential dilution
that could occur from common shares issuable through stock
options, restricted stock, warrants and other convertible
securities. The weighted average number of shares outstanding
(denominator) used to calculate basic earnings per share is
reconciled to those used in calculating diluted earnings per
share as follows:
Weighted Average Number
of Shares Outstanding
-----------------------
Three Months Ended
-----------------------
9/30/98 9/30/97
------- -------
Basic 103,604 103,217
Stock options 1,952 1,935
Other 81 32
------- -------
Diluted 105,637 105,184
======= =======
(6) Effective July 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130 (FAS 130), Reporting of
Comprehensive Income. Comprehensive income includes net income
and other revenues, expenses, gains and losses that are excluded
from net income but included as a component of stockholders'
equity. This Statement establishes standards for reporting and
displaying comprehensive income and its components in the financial
statements. It requires that the Company classify items of
other comprehensive income, as defined by FAS 130, by their
nature in the financial statements and display accumulated other
comprehensive income separately in the equity section of the
balance sheet. The financial statements for earlier periods were
reclassified for comparative purposes, as required by FAS 130.
Comprehensive income for the quarters ended September 30, 1998
and 1997, was $68,407,000 and $69,463,000 respectively. Comprehensive
income for the Company includes net income and foreign currency
translation adjustments that are excluded from net income but
included as a component of total stockholders' equity.
(7) Certain reclassifications of prior periods' amounts
relating to accounts receivable and accrued liabilities have been
made to conform with the current period presentation.
8
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements
The Clorox Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(8) Subsequent Event - First Brands Corporation Pending
Acquisition
On October 18, 1998, the Company entered into a definitive agreement
with First Brands Corporation ("First Brands") pursuant to which
the Company will acquire First Brands in a merger transaction
(the "Merger") valued at approximately $2 billion. First Brands
develops, manufactures, markets and sells consumer products under
the Glad, Scoop Away, and STP brands, among others. The acquisition
is structured to be treated as a pooling of interests for accounting
purposes and as a non-taxable transaction to First Brands'
stockholders. The transaction is subject to certain conditions,
including the approval of First Brands' stockholders and customary
regulatory approvals. Although the Company hopes to consummate the
acquisition in the quarter ending March 31, 1999, no assurances can
be given as to when, or whether, the acquisition will be completed.
Under the terms of the merger agreement, which has been approved by
the boards of both companies, First Brands' stockholders, in exchange
for their shares of First Brands' common stock, will receive the right
to receive shares of the Company's common stock. The exchange ratio
will depend upon the average closing price of the Company's common
stock on the New York Stock Exchange over the ten trading days
preceding the fifth trading day before the effective date of the
Merger (the "Average Closing Price"). If the Average Closing Price
is more than $80 but less than or equal to $115, the exchange ratio
will be $39 divided by the Average Closing Price (i.e., First Brands'
stockholders will receive $39 in the Company's common stock, based
on the Average Closing Price, for each share of First Brands'
common stock). If the Average Closing Price is less than or equal
to $80, the exchange ratio will be 0.4875 shares of the Company's
common stock for each share of First Brands' common stock. If
the Average Closing Price is greater than $115, the exchange ratio
will be 0.3391 shares of the Company's common stock for each share
of First Brands' common stock. Cash will be paid in lieu of
fractional shares. As a result of the acquisition, Clorox will
also assume approximately $440 million of First Brands' debt.
See also the discussion in "Management's Discussion and Analysis"
under "Subsequent Event - First Brands Corporation Pending Acquisition".
9
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
Results of Operations
Comparison of the Three Months Ended September 30, 1998
with the Three Months Ended September 30, 1997
Diluted earnings per share increased 14% to 81 cents from 71 cents
a year ago and net earnings grew 15% to $85,422,000 from $74,363,000
a year ago.
Net sales increased 6 percent to $685,883,000 due primarily to
volume growth. This volume growth was fueled by several factors
such as the introduction of new products during the second half
of fiscal year 1998; a strong performance from domestic brands
including Clorox toilet bowl cleanser and automatic toilet bowl
cleaner, Hidden Valley bottled dressings, and Fresh Step Scoop
scoopable cat litter; and increased volumes experienced by our
Brita, Armor All, and professional products businesses. Products
introduced during the second half of fiscal year 1998 that
contributed to this volume growth were Tilex Fresh Shower daily
shower cleaner, Lemon Fresh Pine-Sol cleaner and antibacterial
spray, and Rain Clean Pine-Sol dilutable cleaner. These volume
increases were partially offset by volume decreases in our sales
of Clorox liquid bleach and insecticides, and a weakened volume
performance experienced by our Asian businesses due to an economic
downturn in Asian economies.
Gross margins as a percent of sales improved a percentage point
from the preceding year primarily due to the successful
integration of the Armor All business and on-going cost savings
programs mostly implemented in the prior year such as the
reformulation of certain household products, re-negotiation of
freight rates, reduction of packaging costs, and a switch to
in-house production from the use of outside co-packers for
certain household products.
Selling, delivery, and administration expenses increased
approximately 9% from a year ago primarily due to continued
growth and expenditures related to investment in international
infrastructure.
Interest expense increased approximately $3,300,000 versus the
year ago period primarily due to the issuance of new debt
required to fund business growth.
Income tax expense as a percent of pretax earnings declined from
39% to 36.5% principally due to international investment activities
and international operations.
10
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
Liquidity and Capital Resources
The Company's financial position and liquidity remain strong
due to cash provided by operations during the quarter.
Accounts receivable, accounts payable, and accrued liabilities
decreased from June 30, 1998 primarily due to normal seasonality
of the charcoal, insecticide, and automotive appearance businesses.
In September 1996, the Board of Directors authorized a share
repurchase program to offset the dilutive effect of employee stock
option exercises. During the three month period ended September 30,
1998, 280,000 shares were acquired at a cost of $28,109,000. The
Company currently plans to discontinue such share repurchase program
in connection with the First Brands Corporation pending acquisition
described below. As a result, the issuance of shares pursuant to the
Company's stock incentive plans may have a potential dilutive effect.
The Company has approved the use of interest rate derivative
instruments such as interest rate swaps in order to manage the
impact of interest rate movements on interest expense. These
instruments have the effect of converting fixed rate interest
to floating, or floating to fixed. The conditions under which
derivatives can be used are set forth in a Company Policy
Statement that includes a specific prohibition on the use of
any leveraged derivatives. In July 1998, the Company refinanced
$150,000,000 of commercial paper by entering into a Deutsche
Mark denominated financing arrangement with private investors.
The private investors exercised an option to finance an
additional $50,000,000 under the same terms of this financing
arrangement in October 1998. The Company entered into a series
of swaps with notional amounts totalling $200,000,000 to
eliminate foreign currency exposure risk generated by this
Deutsche Mark denominated obligation. The swaps effectively
convert the Company's 2.876% fixed Deutsche Mark obligation to
a floating U.S. dollar rate of 90 day LIBOR less 278 basis
points or an effective rate of 2.91%.
Management believes the Company has access to additional capital
through existing lines of credit and from public and private
sources should the need arise.
Year 2000
Many financial information and operations systems used today may
be unable to interpret dates after December 31, 1999 because
these systems allow only two digits to indicate the year in a date.
Consequently, these systems are unable to distinguish January 1,
2000 from January 1, 1900, which could have adverse consequences
on the operations of an entity and the integrity of information
processing. This potential problem is referred to as the "Year
2000" or "Y2K" issue.
In 1997, the Company established a corporate-wide program to
address Y2K issues. This effort is comprehensive and encompasses
software, hardware, electronic data interchange, networks, PC's,
manufacturing and other facilities, embedded chips, century
certification, supplier and customer readiness, contingency
planning, and domestic and international operations. The Company
is currently on schedule and is more than 60% complete as of
September 30, 1998. The Company has replaced or upgraded most of
its critical business applications and systems and has begun the
century testing phase for these critical technology systems.
The target date to repair or replace the remaining critical
business information systems is March 31, 1999. The Company is
assessing its plant floor systems and equipment and the target
date to complete manufacturing plant floor and facilities
efforts is September 30, 1999. The Company has prioritized
its third-party relationships as
11
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
critical, severe or sustainable, has completed the assessment
phase for third parties (except for assessment of its
key customers which is scheduled to be complete in March 1999),
has requested a Y2K contract warranty in many new key contracts
and is developing contingency plans for critical third parties,
including key customers, suppliers and other service providers.
If necessary modifications and conversions by the Company are
not made on a timely basis, or if key third parties are not
Y2K ready, Y2K problems could have a material adverse effect
on the Company's operations. The Company's most reasonably
likely worst case scenario is a regional utility failure that
would interrupt manufacturing operations and distribution
centers in the affected region. To mitigate this risk, and
to address the possible uncertainty of whether the Company
will be able to solve all potential Y2K issues, the Company
has begun contingency planning for its critical operations,
including key third-party relationships, and will require
written contingency plans for these areas. The Company
expects to complete all of its contingency planning by
June 30, 1999.
Y2K costs are expensed as incurred and funded through
operating cash flows. Through September 30, 1998, the Company
has expensed incremental remediation costs of $17,117,000
with remaining incremental remediation costs estimated at
$13,761,000. In addition, through September 30, 1998, the
Company has expensed accelerated strategic upgrade costs of
$9,609,000 with anticipated remaining accelerated strategic
upgrade costs of $6,399,000. The Company has spent
approximately 17% of its 1998 fiscal year information
technology budget, and expects to spend approximately 12%
of its 1999 fiscal year information technology budget, on
Y2K remediation issues. The Company has not deferred any
critical information technology projects because of its
Year 2000 program efforts, which are primarily being
addressed through a dedicated team within the Company's
information technology group. Time and cost estimates are
based on currently available information and could be
affected by the ability to correct all relevant computer
codes and equipment, and the Y2K readiness of the Company's
business partners, among other factors. Also, the Company's
pending acquisition of First Brands Corporation remains
subject to certain closing conditions and is not included
in this assessment.
Subsequent Event - First Brands Corporation Pending Acquisition
On October 18, 1998, the Company entered into a definitive
agreement with First Brands Corporation ("First Brands")
pursuant to which the Company will acquire First Brands in
a merger transaction (the "Merger") valued at approximately
$2 billion. First Brands develops, manufactures, markets
and sells consumer products under the Glad, Scoop Away, and
STP brands, among others. The acquisition is structured to
be treated as a pooling of interests for accounting purposes
and as a non-taxable transaction to First Brands' stockholders.
The transaction is subject to certain conditions, including
the approval of First Brands' stockholders and customary
regulatory approvals. Although the Company hopes to consummate
the acquisition in the quarter ending March 31, 1999, no
assurances can be given as to when, or whether, the acquisition
will be completed.
Under the terms of the merger agreement, which has been
approved by the boards of both companies, First Brands'
stockholders, in exchange for their shares of First Brands'
common stock, will receive the right to receive shares of
the Company's common stock. The exchange ratio will depend
upon the average closing price of the Company's common stock
on the New York Stock Exchange over the ten trading days
preceding the fifth trading day before the effective date of
the Merger (the "Average Closing Price"). If the Average
Closing Price is more than $80 but less than or equal to
$115, the exchange ratio will be $39 divided by the Average
Closing Price (i.e., First Brands' stockholders will receive
$39 in the Company's common stock, based on the Average
Closing Price, for each share of First Brands' common stock).
If the Average Closing Price is less than or equal to $80, the
12
PART I - FINANCIAL INFORMATION (Continued)
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition
exchange ratio will be 0.4875 shares of the Company's common
stock for each share of First Brands' common stock. If the
Average Closing Price is greater than $115, the exchange ratio
will be 0.3391 shares of the Company's common stock for each
share of First Brands' common stock. Cash will be paid in
lieu of fractional shares. As a result of the acquisition,
Clorox will also assume approximately $440 million of First
Brands' debt.
In connection with pooling of interests accounting treatment
for the Merger, the Company plans to discontinue its previously
announced share repurchase program and may be required to
issue additional shares of its common stock to third parties.
Any such share issuance may have a dilutive effect.
Consummation of the Merger is conditioned upon receipt by
each of the Company and First Brands of a letter from their
respective independent accountants stating that, in their
respective opinions, they concur with the conclusions of the
management of the Company and First Brands that the criteria
for pooling of interests accounting, which can be assessed at
that time, have been met. If after consummation of the
merger, events occur that cause the acquisition to no longer
qualify for pooling of interests treatment, the purchase
method of accounting would be applied, which could have a
material adverse effect on the reported operating results of
the combined company because of the charges to the Company's
earnings from amortization of goodwill required by purchase
accounting.
As is generally the case with acquisitions, there can be no
assurance that the Company will be able to complete the
acquisition, successfully integrate or profitably manage
the First Brands' businesses. In addition, there can be no
assurance that, following the transaction, the First Brands'
businesses will achieve sales levels, profitability, cost
savings or synergies that justify the investment made or
that the acquisition will be accretive to earnings in any
future period.
The Company expects to incur significant costs (in excess of
$100 million) in connection with the Merger to reflect
transaction-related expenses as well as expenses relating to
the integration of First Brands. This amount is a preliminary
estimate only and is therefore subject to change. In
addition, there can be no assurance that the Company will
not incur additional costs associated with the Merger.
Cautionary Statement
Except for historical information, matters discussed in this
Form 10-Q, including statements about future growth or the
likelihood of the consummation or the realization of benefits
from the First Brands' transaction, are forward-looking
statements based on management's estimates, assumptions and
projections. In addition to the factors discussed in this
Form 10-Q, important factors that could cause results to
differ materially from management's expectations are described
in "Forward-Looking Statements and Risk Factors" and
"Management's Discussion and Analysis of Financial Condition
and Results of Operation" in the Company's SEC Form 10-K for
the year ending June 30, 1998, as updated from time to time
in the Company's SEC filings. Those factors include, but are
not limited to, marketplace conditions and events, the
Company's costs, risks inherent in international operations,
the success of new products, integration of acquisitions, and
environmental, regulatory and intellectual property matters,
and with respect to the First Brands' transaction, risks
related to the conditions necessary to consummate the Merger
and subsequent successful management of the acquired businesses.
The acquisition of First Brands can be expected to present
challenges to management, including the integration of the
operations, technologies and personnel of the companies, and
special risks, including unanticipated liabilities and
contingencies, and diversion of management attention.
13
PART II - OTHER INFORMATION
Item 6. Other Exhibits
Exhibit (10) (viii) Supplemental Executive Retirement
Plan restated July 17, 1991, and further amended in May 1994
and January 1996, follows page 14 of this Form 10-Q.
Exhibit (10) (xii) Non-Qualified Deferred Compensation
Plan, as amended and restated in March 1997, follows thereafter.
14
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
THE CLOROX COMPANY
(Registrant)
DATE: November 10, 1998 BY /s/ HENRY J. SALVO, JR.
------------------- ---------------------------
Henry J. Salvo, Jr.
Vice-President - Controller
15