ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production and major warehouse facilities for its operations in approximately 30 locations in the United States, Puerto Rico, Canada, Mexico, Argentina, Chile and the Republic of Korea. The vast majority of the space is owned. Some space, mainly for warehousing, is leased. The facility in Jersey City, New Jersey was sold during fiscal year 1994. The Frederick, Maryland facility was closed in August 1994. As part of the acquisition of S.O.S in fiscal year 1994, the Company acquired two facilities, one in the United States and the other in Canada. The Canadian S.O.S facility is scheduled to be closed in fiscal year 1995. The Company considers its manufacturing and warehousing facilities to be adequate to support its business.
OFFICES AND TECHNICAL CENTER. The Company's general office building is owned and is located in Oakland, California. The Company also occupies leased office space in Oakland one block from its general office building. The Company's Technical Center and Data Center are owned and are located in Pleasanton, California. Leased sales and other office facilities are located at a number of manufacturing and other locations.
ENCUMBRANCES. None of the Company's owned facilities are encumbered to secure debt owed by the Company, except that the manufacturing facility in Wheeling, Illinois secures industrial revenue bond indebtedness incurred in relation to the construction 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.
The current term of office of each officer is from the date of the officer's election to the date of the first Board of Directors' meeting following the next Annual Meeting of Stockholders or until the officer's successor is elected, subject to the power of the Board of Directors to remove any officer at any time.
W. F. Ausfahl and D.C. Murray have been employed by the Company for at least the past five years in the same respective positions as listed above. The other executive officers have held the respective positions described below for at least the past five years:
G. C. Sullivan joined the Company in 1971 in the sales department of Household Products. Prior to his election as Chairman of the Board, Chief Executive Officer and President in 1992, he was Group Vice President from 1989 through 1992 and Vice President-Household Products from 1984 through 1989.
E. A. Cutter joined the Company in June 1983 as Vice President-General Counsel and Secretary. He held this position through June 1, 1992, when he was elected Senior Vice President-General Counsel and Secretary, with additional responsibility for the Company's government affairs and community affairs functions.
N. P. DeFeo joined the Company in June 1993 as Group Vice President-U.S. Operations. Previously, he had been with The Procter & Gamble Company for 25 years. His last position there was as Vice President and Managing Director of Worldwide Strategic Planning, Laundry and Cleaning Products.
R. A. Llenado joined the Company in September 1991 as Group Vice President. Prior to joining the Company, he was Vice President, Research and Development, L & F Products, Inc. (formerly Lehn & Fink Products Group, a subsidiary of Eastman Kodak Co.) from 1988 to 1991.
P. N. Louras, Jr. joined the Company in April 1980 as Manager, Analysis and Control, Kingsford Products. Prior to his election as Group Vice President effective June 1, 1992, he was Vice President-International from August 1990 through May 1992, Vice President-Controller from July 1988 through August 1990 and Controller, Household Products from 1987 through July 1988.
A. W. Biebl joined the Company in 1981 as Manufacturing Manager, Food Service. Prior to his election as Vice President-Manufacturing, Engineering and Distribution effective June 1, 1992, he was Vice President-Kingsford Products from 1989 through May 1992 and Vice President-Food Service Products from 1985 through 1989.
J. M. Brady joined the Company in 1976 as a brand assistant in Marketing, Household Products. From November 1991 until her election as Vice President-Human Resources in September 1993, she was Vice President-Corporate Marketing Services. She was director of Corporate Marketing Services from August 1991 through November 1991, Director of Marketing, Kingsford Products from 1989 through August 1991 and held various marketing positions for Household Products and Kingsford Products from 1987 through 1989.
J. O. Cole joined the Company in 1973 as an attorney in its Legal Services Department. He has served in numerous capacities in that Department and was named Associate General Counsel in 1992. In November 1992, he was elected to the position of Vice President-Corporate Affairs.
R. T. Conti joined the Company in 1982 as Associate Region Sales Manager, Household Products. Prior to his election as Vice President-International effective June 1, 1992, he was Area General Manager-International for Europe, Middle East and Africa from 1990 through May 1992 and Manager of Sales Planning for Household Products from 1987 through 1990.
G. E. Johnston joined the Company in July 1981 as Regional Sales Manager-Special Markets. Prior to his election as Vice President-Kingsford Product Division effective November 17, 1993, he was Vice President-Corporate Development from June 1992 through November 16, 1993, and Director of Corporate Development from 1991 through May 1992, and Director of Business Development from September 1989 through 1991.
R. C. Klaus joined the Company in 1977 as Region Sales Manager-Household Products. He was elected as Vice President-Food Service Products in May 1990 and his title was changed to Vice President-Professional Products in July 1993 when the Food Services division was renamed the Professional Products division; and he was General Manager-Food Service Products from May 1989 through May 1990.
L. S. Peiros joined the Company in 1982 and was elected Vice President-Corporate Marketing Services effective September 1993. From June 1992 until his election to his current position he was Director of Marketing-Household Products and from August 1991 through June 1992 he was Director of Marketing-Kingsford Products. Prior to that he had served in various marketing positions in both Household Products and Kingsford Products.
J. D. M. Robertson joined the Company in 1977 as Marketing Manager of The Clorox Company of Canada, Ltd. Prior to his election as Vice President-Food Products Division effective November 17, 1993, he was Vice President-Kingsford Products from June 1992 through November 16, 1993, and Director of Marketing, Household Products from 1989 through May 1992.
K. M. Rose joined the Company in 1978 as a financial analyst. Prior to her election as Vice President-Treasurer effective July 15, 1992, she was Controller, Household Products from July 1988 through July 1992. Beginning October 1, 1994, she will also have responsibility for the Company's investor relations and risk management functions.
H. J. Salvo, Jr. joined the Company in 1972 as a staff accountant. Prior to his election as Vice President-Controller in November 1990, he was Director of Business Development from October 1989 through September 1990 and had served as Controller for three of the Company's operating units from 1983 through September 1989.
B. A. Sudbury joined the Company in 1978 as Project Leader in Research and Development. Prior to his election as Vice President-Research and Development effective June 1, 1992, he was Director of Research and Development, Household Products from 1985 through May 1992.
F. A. Tataseo will join the Company in October 1994 as Vice President-Sales. Previously, he was employed by The Pillsbury Company (Division of Grand Metropolitan Inc.) as Vice President, Sales (March - September 1994), and as Vice President, Direct Sales Force (June 1993 - February 1994); and by The Procter & Gamble Company as Sales Merchandising Division Manager, Soap Sector (May 1992 - May 1993); as Division Sales Manager, Laundry Products Category (November 1990 - April 1993); and as Division Sales Manager, Fabric Care Category (July 1988 - October 1990).
E. N. Wheeler joined the Company in 1973 as Manager of Food Product Development. Prior to his election as Vice President-Health, Safety and Environment effective June 1, 1992, he was Vice President-Research and Development from 1981 through May 1992.
C. E. Williams joined the Company in May 1993 as Vice President-Information Services. From 1987 until he joined the Company, Mr. Williams was Director of Information Services of the Fritz Companies, Inc.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) MARKET INFORMATION.
The principal markets for Clorox Common Stock are the New York and Pacific Stock Exchanges. The high and low sales prices quoted for New York Stock Exchange-Composite Transactions Report for each quarterly period during the past two fiscal years appears under "Quarterly Data," page 32 of the Annual Report, incorporated herein by this reference, and on July 29, 1994, the closing price for the Company's stock was $49.75 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common Stock as of July 29, 1994 was 12,539 based on information provided by the Company's transfer agent.
(c) DIVIDENDS.
The amount of quarterly dividends paid with respect to Clorox Common Stock during the past two fiscal years appears under "Quarterly Data," page 32 of the Annual Report, incorporated herein by this reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Financial Summary," pages 30 and 31 of the Annual Report, incorporated herein by this reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This information appears under "Management's Discussion and Analysis," pages 18 and 19 of the Annual Report, incorporated herein by this reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages 18 through 28 and 32 of the Annual Report, incorporated herein by this 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 definitive Proxy Statement of the Company, which will be filed with the United States Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended June 30, 1994 ("Proxy Statement"), incorporated herein by this reference.
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K, information regarding the executive officers of the registrant is reported in Part I of this Report.
The information required by Item 405 of Regulation S-K appears under "Compliance with Section 16(a) of the Exchange Act" of the Proxy Statement, incorporated herein by this reference.
ITEM ll. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appears under "Organization of the Board of Directors," Employee Benefits and Management Compensation Committee Report on Compensation," "Summary Compensation Table," "Options and Stock Appreciation Rights," "Comparative Stock Performance," "Pension Plan," and "Supplemental Executive Retirement Plan" of the Proxy Statement, all incorporated herein by this reference.
ITEM l2. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
Information concerning the only entity or person known to the Company to be the beneficial owner of more than 5% of its Common Stock appears under "Beneficial Ownership of Voting Securities" of the Proxy Statement, incorporated herein by this reference.
(b) SECURITY OWNERSHIP OF MANAGEMENT.
Information concerning the beneficial ownership of the Company's Common Stock by each nominee for election as a director appears under "Nominees for Election as Directors" of the Proxy Statement and by all directors and executive officers as a group appears under "Beneficial Ownership of Voting Securities" of the Proxy Statement, both incorporated herein by this reference.
ITEM l3. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning transactions with directors, nominees for election as directors, management and the beneficial owner of more than 5% of the Company's Common Stock appears under "Beneficial Ownership of Voting Securities" of the Proxy Statement, incorporated herein by this reference.
PART IV
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 21, 1994 By: /s/G. C. Sullivan G. C. Sullivan, Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of l934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
The Stockholders and the Board of Directors of The Clorox Company:
We have audited the consolidated financial statements of The Clorox Company and its subsidiaries as of June 30, 1994 and 1993, and for each of the three years in the period ended June 30, 1994, and have issued our report thereon dated August 11, 1994; such consolidated financial statements and report are included in your 1994 Annual Report to Stockholders and are incorporated herein by reference. Our audits also included the financial statement schedules of The Clorox Company and its subsidiaries listed in Item 14(a)(2). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/Deloitte & Touche
San Francisco, California August 10, 1994
SCHEDULE I
THE CLOROX COMPANY AND SUBSIDIARIES
SHORT-TERM INVESTMENTS
June 30, 1994 (In thousands)
COLUMN A COLUMN B COLUMN C
Principal Amount Name of Issuer and of Bonds Cost of Title of Each Issue and Notes Each Issue
Eurodollar Time Deposits, issued by J. P. Morgan $50,624 $50,624
Eurodollar Time Deposits 6,000 6,000
Repurchase Agreements 26,600 26,600
Certificate of Deposits 3,000 3,000
Foreign Government Notes 13 13
Total $85,877 $85,877 ======== ========
[FN] Names of issuers have been omitted when no security of the same issuer in the aggregate is more than two percent of total assets.
Information required by Columns D & E is omitted since short-term investments are valued at cost, and such cost approximates market value.
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION FOR THE YEARS ENDED JUNE 30, 1994, 1993 AND 1992 (In thousands)
- ---------------------------------------------------------------- COLUMN A Column B
Charged to costs and expenses
Item 1994 1993 1992 - ----------------------------------------------------------------
Maintenance and repairs $31,300 $29,700 $29,900
Items not shown above are reported in the related consolidated financial statements or have been omitted because they do not exceed 1% of total net sales.
APPENDIX
(to Form 10-K)
The following items have been filed under cover of Form SE:
1. Page 18 - Bar Chart entitled "Clorox Value Measure", showing the economic value measurement of the Company over the period of the last five fiscal years.
2. Page 19 - Bar Chart entitled "Cash Provided, Continuing Operations."