UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
(Mark One)
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T |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2003
OR
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£ |
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)
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Delaware |
31-0595760 |
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(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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)
Yes X No
As of December 31, 2003 there were 210,151,206 shares outstanding of the registrant's common stock (par value - $1.00), the registrant's only outstanding class of stock.
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THE CLOROX COMPANY |
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PART I. |
Financial Information |
Page No. |
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Item 1. |
Financial Statements (Unaudited) |
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Condensed Consolidated Statements of Earnings |
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Three Months and Six Months Ended December 31, 2003 and 2002 |
3 |
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Condensed Consolidated Balance Sheets |
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December 31, 2003, and June 30, 2003 |
4 |
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Condensed Consolidated Statements of Cash Flows |
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Six Months Ended December 31, 2003 and 2002 |
5 |
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Notes to Condensed Consolidated Financial Statements |
6 |
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Item 2. |
Management's Discussion and Analysis of Results of |
15 |
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Operations and Financial Condition |
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Item 3. |
Quantitative and Qualitative Disclosure About Market Risk |
18 |
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Item 4. |
Controls and Procedures |
18 |
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PART II. |
Other Information |
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Item 4. |
Submission of Matters to a Vote of Security Holders |
19 |
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Item 6. |
Exhibits and Reports on Form 8-K |
19 |
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PART I - - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
The Clorox Company
Condensed Consolidated Statements of Earnings
(In millions, except share and per-share amounts)
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Three Months Ended |
Six Months Ended |
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12/31/2003 |
12/31/2002 |
12/31/2003 |
12/31/2002 |
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Net sales |
$947 |
$926 |
$1,995 |
$1,973 |
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Cost of products sold |
535 |
496 |
1,126 |
1,040 |
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Gross profit |
412 |
430 |
869 |
933 |
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Selling and administrative expenses |
129 |
131 |
251 |
247 |
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Advertising costs |
88 |
104 |
194 |
214 |
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Research and development costs |
20 |
18 |
39 |
33 |
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Restructuring and asset impairment costs |
- |
30 |
- |
33 |
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Interest expense |
7 |
8 |
13 |
16 |
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Other (income) expense, net |
(2) |
(3) |
1 |
3 |
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Earnings from continuing operations before income taxes |
170 |
142 |
371 |
387 |
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Income taxes |
59 |
55 |
130 |
142 |
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Earnings from continuing operations |
111 |
87 |
241 |
245 |
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Earnings (losses) from discontinued operations, net of tax benefits |
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of $1 and $1 for the three-month, and $2 and $7 for the six-month |
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periods ended December 31, 2003 and 2002, respectively |
(2) |
2 |
(3) |
(11) |
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Net earnings |
$109 |
$89 |
$238 |
$234 |
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Net earnings (losses) per common share |
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Basic |
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Continuing operations |
$0.53 |
$0.40 |
$1.14 |
$1.11 |
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Discontinued operations |
(0.01) |
0.01 |
(0.01) |
(0.05) |
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Basic net earnings per common share |
$0.52 |
$0.41 |
$1.13 |
$1.06 |
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Diluted |
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Continuing operations |
$0.52 |
$0.39 |
$1.13 |
$1.10 |
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Discontinued operations |
(0.01) |
0.01 |
(0.02) |
(0.05) |
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Diluted net earnings per common share |
$0.51 |
$0.40 |
$1.11 |
$1.05 |
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Weighted average common shares outstanding (in thousands) |
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Basic |
210,500 |
218,334 |
211,577 |
220,108 |
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Diluted |
212,959 |
220,782 |
213,924 |
222,497 |
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Dividends per common share |
$0.27 |
$0.22 |
$0.54 |
$0.44 |
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See Notes to Condensed Consolidated Financial Statements |
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PARTI - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements (Unaudited)
The Clorox Company
Condensed Consolidated Balance Sheets
(In millions, except share amounts)
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12/31/2003 |
6/30/2003 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$201 |
$172 |
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Receivables, net |
345 |
463 |
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Inventories |
305 |
264 |
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Other current assets |
43 |
46 |
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Assets held for sale |
9 |
6 |
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Total current assets |
903 |
951 |
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Property, plant and equipment, net |
1,069 |
1,072 |
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Goodwill, net |
752 |
730 |
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Trademarks and other intangible assets, net |
643 |
651 |
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Other assets, net |
230 |
248 |
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Total assets |
$3,597 |
$3,652 |
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Liabilities and Stockholders' Equity |
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Current liabilities |
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Notes and loans payable |
$662 |
$361 |
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Current maturities of long-term debt |
5 |
213 |
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Accounts payable |
235 |
312 |
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Accrued liabilities |
522 |
537 |
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Income taxes payable |
22 |
28 |
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Total current liabilities |
1,446 |
1,451 |
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Long-term debt |
475 |
495 |
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Other liabilities |
373 |
376 |
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Deferred income taxes |
118 |
115 |
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Stockholders' equity |
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Common stock |
250 |
250 |
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Additional paid-in capital |
271 |
255 |
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Retained earnings |
2,682 |
2,565 |
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Treasury shares, at cost, 39,675,728 and 36,150,266 shares at |
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December 31, 2003 and June 30, 2003, respectively |
(1,685) |
(1,507) |
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Accumulated other comprehensive net losses |
(319) |
(339) |
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Unearned compensation |
(14) |
(9) |
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Stockholders' equity |
1,185 |
1,215 |
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Total liabilities and stockholders' equity |
$3,597 |
$3,652 |
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See Notes to Condensed Consolidated Financial Statements |
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PART I - - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements (Unaudited)
The Clorox Company
Condensed Consolidated Statements of Cash Flows
(In millions)
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Six Months Ended |
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12/31/2003 |
12/31/2002 |
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Operations: |
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Earnings from continuing operations |
$241 |
$245 |
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Adjustments to reconcile earnings from continuing operations |
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to net cash provided by continuing operations: |
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Depreciation and amortization |
95 |
88 |
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Deferred income taxes |
5 |
5 |
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Restructuring and asset impairment-Argentina |
- |
30 |
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Other |
22 |
15 |
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Cash effects of changes in (excluding effects of businesses acquired): |
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Receivables, net |
120 |
156 |
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Inventories |
(38) |
(16) |
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Other current assets |
5 |
(2) |
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Accounts payable and accrued liabilities |
(135) |
(176) |
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Income taxes payable |
58 |
64 |
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Pension contribution |
(37) |
- |
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Net cash provided by continuing operations |
336 |
409 |
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Net cash used for discontinued operations |
(8) |
(6) |
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Net cash provided by operations |
328 |
403 |
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Investing Activities: |
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Capital expenditures |
(83) |
(92) |
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Businesses acquired |
(11) |
- |
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Low income housing contributions |
(9) |
(16) |
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Other |
(2) |
2 |
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Net cash used for investing by continuing operations |
(105) |
(106) |
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Financing Activities: |
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Notes and loans payable, net |
301 |
40 |
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Long-term debt borrowings |
7 |
7 |
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Long-term debt repayments |
(214) |
(3) |
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Cash dividends paid |
(115) |
(97) |
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Treasury stock purchased from non-affiliates |
(155) |
(307) |
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Treasury stock purchased from related party, Henkel KGaA (Note 14) |
(65) |
- |
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Issuance of common stock for employee stock plans |
32 |
28 |
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Proceeds from settlement of interest rate swaps, and other |
22 |
- |
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Net cash used for financing by continuing operations |
(187) |
(332) |
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Net cash (used for) provided by financing by discontinued operations |
(8) |
4 |
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Net cash used for financing activities |
(195) |
(328) |
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Effect of exchange rate changes on cash and cash equivalents |
1 |
3 |
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Net increase (decrease) in cash and cash equivalents |
29 |
(28) |
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Cash and cash equivalents: |
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Beginning of period |
172 |
177 |
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End of period |
$201 |
$149 |
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See Notes to Condensed Consolidated Financial Statements |
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PART I - - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements (Unaudited)
The Clorox Company
Notes to Condensed Consolidated Financial Statements
(In millions, except share and per-share amounts)
1) Interim Financial Statements
Basis of Presentation
The unaudited interim condensed consolidated financial statements for the three-month and six-month periods ended December 31, 2003, and 2002, in the opinion of management, reflect all adjustments (consisting 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. Certain reclassifications were made in the prior periods’ condensed consolidated financial statements to conform to the current periods’ presentation. The results for the interim period ended December 31, 2003, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2004, or for any future period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 SEC for the fiscal year ended June 30, 2003, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ materially from estimates and assumptions made.
New Accounting Standards and Developments
In April, 2003, the Financial Accounting Standards Board (“FASB”) decided to require all companies to include the fair value of employee stock options granted, modified or settled as an expense in reported net earnings and now plans to issue a proposed statement during the Company’s third quarter of fiscal year 2004. In October, 2003, the FASB agreed that the effective date of this proposed statement would be for all stock compensation awards granted, modified or settled during the 2006 fiscal year. The Company currently accounts for stock-based compensation using the intrinsic value method described in Accounting Principles Board Opinion No. 25, whereby options are granted at market price and no compensation cost is recognized. Refer to Note 9 for more information on the Company’s stock option plans.
In December, 2003, the FASB issued FASB Interpretation (“FIN”) No. 46-R, “Consolidation of Variable Interest Entities.” FIN No. 46-R, which modifies certain provisions and effective dates of FIN No. 46, sets forth criteria to be used in determining whether an investment in a variable interest entity 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. The Company has evaluated whether the provisions of FIN No. 46-R are applicable to its investments in low-income housing partnerships, the investment fund, and other investments, which are all currently accounted for by the equity method (Note 5). Based on this evaluation, the Company has concluded that only the investment fund will need to be consolidated, and this consolidation will be required during the Company’s third quarter of fiscal year 2004. The Company does not expect that this accounting change will have a material impact on its consolidated financial statements.
In December, 2003, the FASB issued a revision to Statement of Financial Accounting Standards (“SFAS”) No. 132, “Employers' Disclosures about Pensions and Other Postretirement Benefits.” This revised statement requires additional annual disclosures regarding types of pension plan assets, investment strategy, future plan contributions, expected benefit payments and other items. The statement also requires quarterly disclosure of the components of net periodic benefit cost and plan contributions. The annual disclosures will be required for the Company’s June 30, 2004, Form 10-K and the quarterly disclosures will be required for the Company’s March 31, 2004, Form 10-Q.
PART I - FINANCIAL INFORMATION (Continued)
Item 1. Financial Statements (Unaudited)
The Clorox Company
Notes to Condensed Consolidated Financial Statements
(In millions, except share and per-share amounts)
1) Interim Financial Statements (Continued)
In December, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“the Act”) was signed into law. The Act introduced a prescription drug benefit under Medicare (Medicare Part D) and a federal subsidy to sponsors of retirement health care plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In accordance with FASB Staff Position 106-1, the Company has elected to defer recognizing the effects of the Act on the accounting for its retirement health care plans because specific authoritative guidance on the accounting for the Act’s provisions is pending. Once issued, this guidance could require the Company to change previously reported financial information.
2) Discontinued Operations and Assets Held for Sale
In the first quarter of fiscal year 2003, the Company announced its intent to sell its business in Brazil, a reporting unit included in the Household Products – Latin America/Other segment. This decision was due to the deteriorating economic and market conditions and the Company’s lack of scale in the region. The Company continues to actively market the remaining net assets of the Brazil business, which has been classified as a discontinued operation.
The following table presents the earnings (losses) from discontinued operations, which are classified separately in the condensed consolidated statements of earnings.
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Three Months Ended |
Six Months Ended |
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12/31/20033 |
12/31/2002 |
12/31/2003 |
12/31/2002 |
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Net sales |
$- |
$8 |
$- |
$15 |
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Earnings (losses) from discontinued operations |
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before income taxes |
($3) |
$1 |
($5) |
$1 |
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Asset impairment charges |
- - |
- - |
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