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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 December 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)

Delaware
(State or other jurisdiction of
incorporation or organization)

31-0595760
(I.R.S. Employer Identification No.)


1221 Broadway
Oakland, California

(Address of principal executive offices)



94612-1888
(Zip code)

(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.



THE CLOROX COMPANY

PART I.

Financial Information

Page No.

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Statements of Earnings

Three Months and Six Months Ended December 31, 2003 and 2002

3

Condensed Consolidated Balance Sheets

December 31, 2003, and June 30, 2003

4

Condensed Consolidated Statements of Cash Flows

Six Months Ended December 31, 2003 and 2002

5

Notes to Condensed Consolidated Financial Statements

6

Item 2.

Management's Discussion and Analysis of Results of

15

Operations and Financial Condition

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

18

Item 4.

Controls and Procedures

18

PART II.

Other Information

Item 4.

Submission of Matters to a Vote of Security Holders

19

Item 6.

Exhibits and Reports on Form 8-K

19



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)

Three Months Ended

Six Months Ended



12/31/2003

12/31/2002

12/31/2003

12/31/2002





Net sales

$947

$926

$1,995

$1,973

Cost of products sold

535

496

1,126

1,040





Gross profit

412

430

869

933





Selling and administrative expenses

129

131

251

247

Advertising costs

88

104

194

214

Research and development costs

20

18

39

33

Restructuring and asset impairment costs

-

30

-

33

Interest expense

7

8

13

16

Other (income) expense, net

(2)

(3)

1

3





Earnings from continuing operations before income taxes

170

142

371

387

Income taxes

59

55

130

142





Earnings from continuing operations

111

87

241

245

Earnings (losses) from discontinued operations, net of tax benefits

of $1 and $1 for the three-month, and $2 and $7 for the six-month

periods ended December 31, 2003 and 2002, respectively

(2)

2

(3)

(11)





Net earnings

$109

$89

$238

$234





Net earnings (losses) per common share

Basic

Continuing operations

$0.53

$0.40

$1.14

$1.11

Discontinued operations

(0.01)

0.01

(0.01)

(0.05)





Basic net earnings per common share

$0.52

$0.41

$1.13

$1.06





Diluted

Continuing operations

$0.52

$0.39

$1.13

$1.10

Discontinued operations

(0.01)

0.01

(0.02)

(0.05)





Diluted net earnings per common share

$0.51

$0.40

$1.11

$1.05





Weighted average common shares outstanding (in thousands)

Basic

210,500

218,334

211,577

220,108

Diluted

212,959

220,782

213,924

222,497

Dividends per common share

$0.27

$0.22

$0.54

$0.44

See Notes to Condensed Consolidated Financial Statements



  PARTI - FINANCIAL INFORMATION (Continued)

Item 1. Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

12/31/2003

6/30/2003



Assets

Current assets

Cash and cash equivalents

$201

$172

Receivables, net

345

463

Inventories

305

264

Other current assets

43

46

Assets held for sale

9

6



Total current assets

903

951

Property, plant and equipment, net

1,069

1,072

Goodwill, net

752

730

Trademarks and other intangible assets, net

643

651

Other assets, net

230

248



Total assets

$3,597

$3,652



Liabilities and Stockholders' Equity

Current liabilities

Notes and loans payable

$662

$361

Current maturities of long-term debt

5

213

Accounts payable

235

312

Accrued liabilities

522

537

Income taxes payable

22

28



Total current liabilities

1,446

1,451

Long-term debt

475

495

Other liabilities

373

376

Deferred income taxes

118

115

Stockholders' equity

Common stock

250

250

Additional paid-in capital

271

255

Retained earnings

2,682

2,565

Treasury shares, at cost, 39,675,728 and 36,150,266 shares at

December 31, 2003 and June 30, 2003, respectively

(1,685)

(1,507)

Accumulated other comprehensive net losses

(319)

(339)

Unearned compensation

(14)

(9)



Stockholders' equity

1,185

1,215



Total liabilities and stockholders' equity

$3,597

$3,652



See Notes to Condensed Consolidated Financial Statements



PART I - - FINANCIAL INFORMATION (Continued)

Item 1.  Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Statements of Cash Flows

(In millions)

Six Months Ended


12/31/2003

12/31/2002



Operations:

Earnings from continuing operations

$241

$245

Adjustments to reconcile earnings from continuing operations

to net cash provided by continuing operations:

Depreciation and amortization

95

88

Deferred income taxes

5

5

Restructuring and asset impairment-Argentina

-

30

Other

22

15

Cash effects of changes in (excluding effects of businesses acquired):

Receivables, net

120

156

Inventories

(38)

(16)

Other current assets

5

(2)

Accounts payable and accrued liabilities

(135)

(176)

Income taxes payable

58

64

Pension contribution

(37)

-



Net cash provided by continuing operations

336

409

Net cash used for discontinued operations

(8)

(6)



Net cash provided by operations

328

403



Investing Activities:

Capital expenditures

(83)

(92)

Businesses acquired

(11)

-

Low income housing contributions

(9)

(16)

Other

(2)

2



Net cash used for investing by continuing operations

(105)

(106)



Financing Activities:

Notes and loans payable, net

301

40

Long-term debt borrowings

7

7

Long-term debt repayments

(214)

(3)

Cash dividends paid

(115)

(97)

Treasury stock purchased from non-affiliates

(155)

(307)

Treasury stock purchased from related party, Henkel KGaA (Note 14)

(65)

-

Issuance of common stock for employee stock plans

32

28

Proceeds from settlement of interest rate swaps, and other

22

-



Net cash used for financing by continuing operations

(187)

(332)

Net cash (used for) provided by financing by discontinued operations

(8)

4



Net cash used for financing activities

(195)

(328)



Effect of exchange rate changes on cash and cash equivalents

1

3



Net increase (decrease) in cash and cash equivalents

29

(28)

Cash and cash equivalents:

Beginning of period

172

177



End of period

$201

$149



See Notes to Condensed Consolidated Financial Statements



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.

Three Months Ended

Six Months Ended



12/31/20033

12/31/2002

12/31/2003

12/31/2002





Net sales

$-

$8

$-

$15





Earnings (losses) from discontinued operations

         

       

  before income taxes

($3)

$1

($5)

$1

Asset impairment charges

            - -

            - -