UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

T	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 2003

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)

(510) 271-7000
(Registrant's telephone number, 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 March  31, 2003 there were 216,733,761 shares outstanding of the registrant's common stock (par value - $1.00), the registrant's only outstanding class of stock.

PART I - - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Condensed Consolidated Statements of Earnings

(In millions, except share and per-share amounts)

  PART I - FINANCIAL INFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Condensed Consolidated Balance Sheets

(In millions)

PART I - - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In millions)

PART I - - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In millions)

   

PART I - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(In millions, except share and per-share amounts)

Interim Financial Statements

Basis of Presentation

      The interim condensed unaudited consolidated financial statements for the three and nine-month periods ended March 31, 2003 and 2002, in the opinion of management, reflect 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”) for the periods presented.  The results for the interim period ended March 31, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2003 or for any future period. 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended June 30, 2002, which includes a complete set of financial notes including the Company’s significant accounting policies.

Reclassifications

Certain reclassifications were made in the prior periods’ condensed consolidated financial statements to conform to the current periods’ presentation, including the reclassification as discontinued operations of the Company’s Brazilian business (see Note 2) and the reclassification of deferred software development costs from other assets to property, plant and equipment (approximately $89 at June 30, 2002).  Assets for the Brazil business and other pending asset dispositions of $23 and $51 at March 31, 2003 and June 30, 2002, respectively, have been reclassified to ‘assets held for sale’.  The Brazil business has been classified as a discontinued operation.  Amounts have been reclassified for all periods presented.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts and related disclosures.  Actual results could differ from estimates and assumptions made.

During the first quarter of fiscal year 2003, the Company revised its estimates of coupon redemption rates, which resulted in a reduction of coupon expense of $9.6 for the three-month period ended September 30, 2002.  Actual first quarter redemption information was below estimates, which led to a revision in redemption estimates.  This reduction of coupon expense is included as a component of net sales in the accompanying condensed consolidated financial statements for the nine-month period ended March 31, 2003. 

New Accounting Standards

As of July 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 143, ”Accounting for Asset Retirement Obligations.”  SFAS No. 143 addresses financial accounting requirements for retirement obligations associated with tangible long-lived assets.  The adoption of this standard did not have an effect on the Company’s financial statements.

PART I - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(In millions, except share and per-share amounts)

Interim Financial Statements (Continued)

As of July 1, 2002, the Company adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”  SFAS No. 144 replaces SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.”  SFAS No. 144 requires that long-lived assets to be disposed of by sale, including those of discontinued operations, be measured at the lower of carrying value or fair value less costs to sell, whether reported in continuing operations or in discontinued operations. Discontinued operations will no longer be measured at net realizable value or include amounts for operating losses that have not yet been incurred. SFAS No. 144 also broadens the reporting of discontinued operations to include all components of an entity with operations that can be distinguished from the rest of the entity and will be eliminated from the ongoing operations of the entity in a disposal transaction.  In accordance with the provisions of SFAS No.144, the Company has reflected its business in Brazil as a discontinued operation as discussed in Note 2.

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.”  FIN No. 45 clarifies the requirements relating to a guarantor’s accounting for, and disclosure of, the issuance of certain types of guarantees.  FIN No. 45 requires a guarantor to recognize, at inception of a qualified guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions were applicable on a prospective basis to guarantees issued or modified after December 31, 2002 and did not have a material impact on the Company’s financial statements. The disclosure requirements of FIN No. 45 became effective last quarter and are included in Note 11 – Guarantees.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure.” SFAS No.148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value-based method of accounting for stock-based employee compensation (“transition provisions”).  In addition, SFAS No. 148 amends the disclosure requirements of Accounting Principals Board (APB) Opinion No. 28, Interim Financial Reporting, to require proforma disclosure in interim financial statements by companies that elect to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 (“disclosure provisions”). The transition methods of SFAS No. 148 are effective for the Company’s June 30, 2003 Form 10-K. The Company continues to use the intrinsic value method of accounting for stock-based compensation.  As a result, the transition provisions will not have an effect on the Company’s consolidated financial statements. The Company has elected early adoption of the interim disclosure requirements as presented in Note 10.

In January 2003, the FASB issued FIN No. 46, “Consolidation of Variable Interest Entities.”  FIN No. 46 sets forth criteria to be used in determining whether an investment in a variable interest entity (VIE) should be consolidated and is based on the general premise that companies that control another entity through interests other than voting interests should consolidate the controlled entity.  FIN No. 46 would require the immediate consolidation of specified VIEs created after January 31, 2003.  For specified VIEs created before February 1, 2003, FIN No. 46 would require consolidation in interim or annual financial statements issued for periods beginning after June 15, 2003. There are two alternative methods of adoption: the prospective method with a cumulative effect as of the first day of adoption, which for the Company will be as of July 1, 2003, or restatement of prior fiscal years. The Company is currently evaluating the potential future impact of the new requirements on its financial statements and disclosures.  Further information is included in Note 5 – Other Assets.

           

PART I - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(In millions, except share and per-share amounts)

Discontinued Operations

Due to deteriorating economic and market conditions in Brazil, the Company decided to sell the business (a reporting unit included in the Household Products – Latin America/Other segment) and recorded an estimated pre-tax asset impairment charge of $19 ($13 after-tax) in the first quarter of fiscal year 2003. On April 15, 2003, the Company completed the sale of a portion of its Brazilian business.  Under the terms of the agreement, the Company sold the intangible trademark assets of the business along with the insecticides product inventory on hand at closing.  The Company will be disposing of the remaining assets and liabilities in Brazil. 

     

The following table presents the losses from discontinued operations, which are classified separately in the condensed consolidated statements of earnings.

		Three Months Ended				Nine Months Ended
		3/31/03		3/31/02		3/31/03		3/31/02
Net sales		$8		$9		$23		$31