ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production and
major warehouse facilities for its operations in 29 locations
throughout the United States, and its subsidiaries operate
production facilities in 24 locations internationally. Most
of the space is owned. Some space, mainly for warehousing, is
leased. The Company also leases six domestic regional
distribution centers for the Company's products which are
operated by service providers. None of the Company's facilities
were closed during fiscal year 1999, and one former production
facility, in Kansas City, Missouri, was sold. The Company
acquired property adjacent to its production facility in
Fairfield, California, for warehousing space during fiscal year
1999. The Company considers its manufacturing and warehousing
facilities to be adequate to support its business.
OFFICES AND R&D FACILITIES. The Company owns its general office
building located in Oakland, California. The Company also owns
its Technical Center and Data Center located in Pleasanton,
California. The Company leases its research and development
center and its engineering research facility for Glad and
GladWare products, which are located in Willowbrook, Illinois,
and Kennesauw, Georgia, respectively. The Company also leases
its research and development center for STP products located in
Brookfield, Connecticut. The Company plans to close the leased
First Brands general office building and to sublease such space
in the near future. Leased sales and other office facilities
are located at a number of manufacturing and other locations.
ENCUMBRANCES. None of the Company's owned facilities are encumbered
to secure debt owed by the Company, except that the manufacturing
facility in Belle, Missouri, secures industrial revenue bond
indebtedness incurred in relation to the construction or upgrade
thereof.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4.
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:
There is no family relationship between any of the above named
persons, or between any of such persons and any of the directors
of the Company or any persons nominated for election as a
director of the Company. See Item 10 of Part III of this
Form 10-K.
G. C. Sullivan, P. N. Louras, Jr., J. M. Brady and H. J. Salvo
have been employed by the Company for at least the past five
years in the same respective positions as listed above. The
other executive officers have held the respective positions
described below for at least the past five years:
G. E. Johnston joined the Company in July 1981 as Regional
Sales Manager - Special Markets. Prior to his election as
President and Chief Operating Officer effective January 20, 1999,
he was Group Vice President from July 1, 1996 through January 19,
1999, Vice President - Kingsford Products from November 17, 1993
through June 1996, and Vice President - Corporate Development
from June 1992 through November 16, 1993.
R. T. Conti joined the Company in 1982 as Associate Region Sales
Manager, Household Products. Prior to his election as Group Vice
President effective September 1, 1999, he was Vice President -
General Manager from July 1999 through August 1999, Vice President -
Kingsford Products from July 1996 through June 1999, and Vice
President - International from June 1992 through June 1996.
L. S. Peiros joined the Company in 1982. He was elected Group Vice
President effective January 20, 1999. Prior to that, he served as
Vice President - Household Products from June 1, 1998 through
January 19, 1999, Vice President - Food Products from July 1995
through June 1998, and Vice President - Corporate Marketing Services
from September 1993 until July 1995.
K. M. Rose joined the Company in 1978 as a Financial Analyst. Prior
to her election as Group Vice President - Finance and Chief Financial
Officer effective December 1, 1997, she was Vice President - Treasurer
from July 1992 through November 1997.
P. D. Bewley joined the Company in February 1998 as Senior Vice
President - General Counsel and Secretary. From 1994 through January
1998, he was employed by Nova Care, Inc., as Senior Vice President -
General Counsel and Secretary, and prior to that was employed by
Johnson & Johnson as Associate General Counsel.
A.W. Biebl joined the Company in January 1981 as Director of
Manufacturing for the Food Service Products Division. Prior to
his election as Senior Vice President - Product Supply effective
September 1, 1999, he was Vice President - Product Supply from
May 1992 through August 1999.
F. A. Tataseo joined the Company in October 1994 as Vice
President - Sales and was elected as Senior Vice President
Sales effective September 1, 1999. Previously, he was employed
by The Pillsbury Company (Division of Grand Metropolitan Inc.)
as Vice President, Sales (March - September 1994), and as Vice
President, Direct Sales Force (June 1993 - February 1994); and
also held various positions at The Procter & Gamble Company
prior to that.
C. M. Couric joined the Company in 1973 as a brand assistant in
the Household Products marketing organization. Prior to his
election in July 1995 as Vice President - General Manager, Brita
Products, he had served as Director, Brita Operations since 1988.
W. L. Delker joined the Company as Vice President - Research &
Development in August 1999. Prior to that, he was General Manager
of Six Sigma Quality for GE Silicones, a division of GE Plastic,
from February 1998 through July 1999, and General Manager of
Technology for GE Silicones from January 1994 through January 1998.
S. D. House joined the Company in 1983 as a staff accountant. Prior
to his election as Vice President - General Manager, Latin America
effective July 1, 1999, he was Vice President - Treasurer from December 1,
1997 through June 1999, and prior to that he had served as a Director
of Finance for the international business and also had held various
positions in auditing, financial analysis and forecasting.
R. C. Klaus joined the Company in 1977 as Regional Sales Manager
(Baltimore) for Household Products. Prior to his election as Vice
President - Corporate Administration in November 1995, he was Vice
President - Clorox Professional Products from March 1994 through
October 1995, and Vice President - Food Service Products from May 1990
through March 1994.
D. G. Matz joined the Company in 1986 as a brand assistant in the
Company's Household Products marketing organization. Prior to
his election as Vice President - General Manager, Home Care
effective September 1, 1999, he was Category General Manager - Home
Care from February 1999 through August 1999, Director of Marketing - Home
Care from December 1997 through August 1999, Director of Marketing -
Food Products and Auto Care from August 1995 through November 1997,
and Group Marketing Manager - Laundry Care Additives from January 1994
through July 1995.
G. R. Savage joined the Company in 1983 as an Associate Marketing
Manager. He was elected Vice President - General Manager, Glad
Products effective January 20, 1999. Prior to that, he served as
Vice President - Food Products from December 1, 1997 through January 19,
1999, and Director of Marketing for the Household Products business
from 1993.
S. S. Silberblatt joined the Company in 1980 in the marketing department
for Kingsford products. Prior to his election as Vice President-
Corporate Communications and Public Affairs in February 1999, he was
Director of Business Development.
D. G. Simpson joined the Company in 1979 in the brand management
function. He was elected Vice President - Strategy and Planning
effective December 1, 1997. Prior to that, he had served as head of
corporate strategic planning.
K. R. Tandowsky joined the Company in 1981 as a Staff Accountant.
He was elected Vice President - Information Services effective February 7,
1998. Prior to that, he had served as Director of Finance for the
Kingsford products business from 1994 and Director of Corporate Finance,
Treasury from 1992.
S. R. Vogel joined the Company in 1988 as a brand assistant in the
marketing organization. Prior to his election as Vice President- General
Manager, Laundry Additives effective September 1, 1999, he was Category
General Manager - Laundry Cleaning Additives from February 1999 through
August 1999, Marketing Director - Laundry Cleaning Additives from 1997
through January 1999, Group Marketing Manager - Laundry Cleaning Additives
from 1995 through 1996, and Group Marketing Manager Home Cleaning from
1994 to 1995.
S. A. Weiss joined the Company in 1994 as an area general manager
for the Pacific Rim business. He was elected Vice President -
General Manager, Food & Professional Products effective February 1,
1999. Prior to that, he was Vice President - Asia Middle East from June 1998
through January 1999 and he held the position of Area General
Manager Asia-Middle East from 1994 until his election as an officer.
Before joining the Company, he had been employed by Bristol Myers
Squibb in international and domestic marketing assignments.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
(a) MARKET INFORMATION.
The principal markets for Clorox Common Stock are the New York
Stock Exchange and the Pacific Exchange. The high and low sales
prices quoted for New York Stock Exchange-Composite Transactions
Report for each quarterly period during the past two fiscal years
appears under "Quarterly Data," on page B-32 of Appendix B of the
Proxy Statement, incorporated herein by reference, and on July 30, 1999,
the closing price for the Company's stock was $56.00 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common Stock as of
July 31, 1999 was 14,212 based on information provided by the
Company's transfer agent.
(c) DIVIDENDS.
The amount of quarterly dividends paid with respect to Clorox Common
Stock during the past two fiscal years appears under "Quarterly Data,"
on page B-32 of Appendix B of the Proxy Statement, incorporated
herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Five-Year Financial Summary," on
page B-33 of Appendix B of the Proxy Statement, incorporated herein
by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
This information appears under "Management's Discussion and Analysis,"
on pages B-1 through B-7 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
This information appears under "Market-Sensitive Derivatives and
Financial Instruments" in the "Management's Discussion and Analysis,"
on pages B-4 and B-5 of Appendix B of the Proxy Statement,
incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages B-8 through B-32 of
Appendix B of the Proxy Statement, incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM l0. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding each nominee for election as a director,
including those who are executive officers of the Company, appears
under "Nominees for Election as Directors" of the Proxy Statement,
incorporated herein by reference.
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K,
information regarding the executive officers of the registrant is
reported in Part I of this Report.
The information required by Item 405 of Regulation S-K appears under
"Section 16(a) Beneficial Ownership Reporting Compliance" of the
Proxy Statement, incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appears
under "Organization of the Board of Directors," "Summary
Compensation Table," "Options and Stock Appreciation Rights,"
"Comparative Stock Performance," "Compensation Interlocks and
Insider Participation," and "Pension Benefits" of the Proxy
Statement, all incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
Information concerning the only entity or person known to the
Company to be the beneficial owner of more than 5% of its Common
Stock appears under "Beneficial Ownership of Voting Securities"
of the Proxy Statement, incorporated herein by reference.
(b) SECURITY OWNERSHIP OF MANAGEMENT.
Information concerning the beneficial ownership of the
Company's Common Stock by each nominee for election as a director
and by all directors and executive officers as a group appears
under "Beneficial Ownership of Voting Securities" of the Proxy
Statement, incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning transactions with directors, nominees
for election as directors, management and the beneficial owner
of more than 5% of the Company's Common Stock appears under
"Certain Relationships and Transactions" of the Proxy Statement,
incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)(1) Financial Statements:
Financial Statements and Independent Auditors' Report
included in Appendix B of the Proxy Statement,
incorporated herein by reference:
Statements of Consolidated Earnings for the years
ended June 30, 1999, l998 and l997
Consolidated Balance Sheets for the years ended
June 30, 1999 and l998
Statements of Consolidated Stockholders' Equity for
the years ended June 30, 1999, l998 and l997
Statements of Consolidated Cash Flows for the years
ended June 30, 1999, l998 and l997
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Data
Five-Year Financial Summary
(2) Financial Statement Schedules have been omitted because of
the absence of conditions under which they are required, or
because the information is shown elsewhere in this Form 10-K.
(3) Executive Compensation Plans and Arrangements:
Long-Term Compensation Program dated October 21, 1987,
amended 11/17/93 (Exhibit 10(ii) to the Annual Report
on Form 10-K for the year ended June 30, 1994)
Officer Employment Agreement (form) (Exhibit 10(xi) to
the Annual Report on Form 10-K for the year ended
June 30, 1996)
Officer Change of Control Employment Agreement (form)
(Exhibit 10(xii) to the Annual Report on Form 10-K for
the year ended June 30, 1996)
Supplemental Executive Retirement Plan dated July 17,
1991 (Exhibit 10(x) to the Annual Report on Form 10-K
for the year ended June 30, 1993)
Non-Qualified Deferred Compensation Plan (Exhibit 10(xiii)
to the Annual Report on Form 10-K for the year
ended June 30, 1996)
The Clorox Company 1995 Performance Unit Plan
(Exhibit 10(xiv) to the Annual Report on Form 10-K
for the year ended June 30, 1996)
The Clorox Company 1996 Stock Incentive Plan (Exhibit 10(xv)
to the Annual Report on Form 10-K for the year
ended June 30, 1996)
The Clorox Company 1996 Executive Incentive Compensation
Plan (Exhibit 10(xvi) to the Annual Report on Form 10-K for
the year ended June 30, 1996)
The Clorox Company Employee Retirement Investment Plan,
formerly The Clorox Company Value Sharing Plan (Exhibit 4.3
to Amendment No. 2 dated July 12, 1996 to Registration
Statement on Form S-8 No. 33-41131 dated June 10, 1991)
1993 Directors' Stock Option Plan dated November 17,
(filed as Exhibit 10(xi) to the Annual Report on Form 10-K
for the year ended June 30, 1994, incorporated herein by
reference)
The Clorox Company Independent Directors' Stock-Based
Compensation Plan (Exhibit 10 (xix) to the Annual Report on
Form 10-K for the year ended June 30, 1997)
(b) Current Reports on Form 8-K during the fourth quarter of
fiscal year 1999:
None.
(c) Exhibits:
Index to Exhibits follows.
(d) (Not applicable)
Index to Exhibits
(3) (i) Restated Certificate of Incorporation (filed as
Exhibit 4.1 to Registration Statement on Form S-8
No. 333-44675 dated January 22, 1998, incorporated
herein by reference)
(ii) Bylaws (restated) of the Company (filed as
Exhibit 3(ii) to this Annual Report on Form 10-K for
the year ended June 30, 1998)
(4) (i) Form of Indenture between the Company and Wachovia Bank &
Trust Company, N.A. as Trustee, regarding $200,000,000
in 8.8% Notes due 2001 (filed as Exhibit 4 to the
Company's Registration Statement on Form S-3 No. 33-4083
dated May 24, 1991, incorporated herein by reference)
(ii) Prospectus Supplement (to Prospectus dated July 9, 1991)
giving terms of the Indenture referenced in Exhibit 4 (i)
above (filed on July 18, 1991, supplementing the
Registration Statement on Form S-3 No. 33-4083 dated
May 24, 1991, and incorporated herein by reference)
(iii) Form of Indenture between First Brands and Bank of
New York, as Trustee, regarding $150,000,000 in
7.25% Senior Notes due 2007 (filed as Exhibit 4.1 to
First Brands' Registration Statement on Form S-4 dated
April 24, 1997, 1998, incorporated herein by reference)
(10) Material contracts:
(i) Long-Term Compensation Program dated October 21,
(Amended 11/17/93) (filed as Exhibit 10(ii) to the
Annual Report on Form 10-K for the year ended June 30,
1994, incorporated herein by reference)
(ii) Agreement between Henkel KGaA and the Company dated
June l8, l981 (filed as Exhibit (l0)(v) to Form 8 dated
August 11, l983, incorporated herein by reference)
(iii) Agreement between Henkel GmbH (now Henkel KGaA) and
the Company dated July 3l, l974 (filed as
Exhibit (l0)(vi) to Form 8 dated August 11, l983,
incorporated herein by reference)
(iv) Agreement between Henkel KGaA and the Company dated
November l6, 1981 (filed as Exhibit (l0)(vii) to Form 8
dated August 11, l983, incorporated herein by reference)
(v) Agreement between Henkel KGaA and the Company dated
July 16, 1986 (filed as Exhibit B to Current Report on
Form 8-K for March 19, 1987, incorporated herein by
reference)
(vi) Agreement between Henkel KGaA and the Company dated
March 18, 1987 (filed as Exhibit A to Current Report
on Form 8-K for March 19, 1987, incorporated herein
by reference)
(vii) Agreement between Henkel KGaA and the Company dated
January 16, 1992 (filed as Exhibit 10(xi) to the Annual
Report on Form 10-K for the year ended June 30, 1992,
incorporated herein by reference)
(viii) Supplemental Executive Retirement Plan dated July 17,
1991 (filed as Exhibit 10(x) to the Annual Report on
Form 10-K for the year ended June 30, 1993, incorporated
herein by reference)
(ix) 1993 Directors' Stock Option Plan dated November 17, 1993
(filed as Exhibit 10(xi) to the Annual Report on Form
10-K for the year ended June 30, 1994, incorporated
herein by reference)
(x) Officer Employment Agreement (form) (filed as
Exhibit 10(xi) to the Annual Report on Form 10-K for
the year ended June 30, 1996, incorporated herein by
reference)
(xi) Officer Change of Control Employment Agreement (form)
(filed as Exhibit 10(xii) to the Annual Report on
Form 10-K for the year ended June 30, 1996,
incorporated herein by reference)
(xii) Non-Qualified Deferred Compensation Plan (filed as
Exhibit 10(xiii) to the Annual Report on Form 10-K for
the year ended June 30, 1996, incorporated herein
by this reference)
(xiii) The Clorox Company 1995 Performance Unit Plan (filed as
Exhibit 10(xiv) to the Annual Report on Form 10-K for
the year ended June 30, 1996, incorporated herein by
reference)
(xiv) The Clorox Company 1996 Stock Incentive Plan (filed
as Exhibit 10(xv) to the Annual Report on Form 10-K
for the year ended June 30, 1996, incorporated herein
by this reference)
(xv) The Clorox Company 1996 Executive Incentive
Compensation Plan (filed as Exhibit 10(xvi) to the
Annual Report on Form 10-K for the year ended
June 30, 1996, incorporated herein by reference)
(xvi) The Clorox Company Employee Retirement Investment Plan,
formerly The Clorox Company Value Sharing Plan
Investment Plan (Exhibit 4.3 to Amendment No. 2 dated
July 12, 1996 to Registration Statement on Form S-8
No. 33-41131 dated June 10, 1991, incorporated herein
by reference)
(xvii) The Clorox Company Independent Directors' Stock-Based
Compensation Plan (filed as Exhibit 10 (xix) to the
Annual Report on Form 10-K for the year ended June 30,
1997, incorporated herein by reference)
(xviii) Agreement and Plan of Reorganization and Merger by
and among The Clorox Company, Pennant, Inc. and
First Brands Corporation (Appendix A to Registration
Statement on Form S-4 No. 333-69455 dated
December 22, 1998, incorporated herein by reference)
(13) Excerpts of 1999 Annual Report to Stockholders
(21) Subsidiaries of the Company
(23) Independent Auditors' Consents
(i) Deloitte & Touche LLP Independent Auditors' Consent
(ii) KPMG LLP Independent Auditors' Consent
(24) Power of Attorney (see pages 17-18)
(27) Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section l3 or l5(d) of the
Securities Exchange Act of l934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE CLOROX COMPANY
Date: September 15, 1999 By: /s/ G. C. Sullivan
G. C. Sullivan,
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Peter D.
Bewley, Karen M. Rose, and Henry J. Salvo, Jr., jointly
and severally, attorneys-in-fact and agents, with full
power of substitution, for her or him in any and all
capacities to sign any and all amendments to this Form 10-K,
and to file the same and all exhibits thereto, and other
documents in connection therewith, with the Securities
and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact and agents, and
his or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange
Act of l934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.