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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 March 31, 2004

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 March 31, 2004 there were 212,141,709  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 Nine Months Ended March 31, 2004 and 2003

3

Condensed Consolidated Balance Sheets

March 31, 2004 and June 30, 2003

4

Condensed Consolidated Statements of Cash Flows

Nine Months Ended March 31, 2004 and 2003

  and 2002

5

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management's Discussion and Analysis of Results of

Operations and Financial Condition

18

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

22

Item 4.

Controls and Procedures

22

Part II.

Other Information

Item 2.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

23

Item 6.

Exhibits and Reports on Form 8-K

23



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

Nine Months Ended



3/31/2004

3/31/2003

3/31/2004

3/31/2003





Net sales

$1,086

$1,019

$3,081

$2,992

Cost of products sold

596

555

1,722

1,595





Gross profit

490

464

1,359

1,397





Selling and administrative expenses

164

150

415

397

Advertising costs

107

119

301

333

Research and development costs

22

20

61

53

Asset impairment costs

-

-

-

33

Interest expense

8

6

21

22

Other income, net

(6)

(4)

(5)

(1)





Earnings from continuing operations before income taxes

195

173

566

560

Income taxes

68

61

198

203





Earnings from continuing operations

127

112

368

357

Losses from discontinued operations, net of tax benefits of $0 for

each three-month period, and $2 and $7 for the nine-month periods

ended March 31, 2004 and 2003, respectively

(1)

(2)

(4)

(13)





Net earnings

$126

$110

$364

$344





Net earnings (losses) per common share

Basic

Continuing operations

$0.60

$0.52

$1.74

$1.64

Discontinued operations

(0.00)

         (0.01)

(0.02)

(0.06)





Basic net earnings per common share

$0.60

$0.51

$1.72

$1.58





Diluted

Continuing operations

$0.59

$0.51

$1.72

$1.62

Discontinued operations

(0.00)

          (0.01)

            (0.02)

(0.06)





Diluted net earnings per common share

$0.59

$0.50

$1.70

$1.56





Weighted average common shares outstanding (in thousands)

Basic

211,213

216,414

211,456

218,528

Diluted

213,606

218,696

214,052

221,078

Dividends per common share

$0.27

$0.22

$0.81

$0.66

See Notes to Condensed Consolidated Financial Statements



PART I - - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Balance Sheets

(In millions, except share amounts)

3/31/2004

6/30/2003



Assets

Current assets

Cash and cash equivalents

                       $199

$172

Receivables, net

            444

           463

Inventories

            342

           264

Other current assets

              42

             46

Assets held for sale

                6

               6



Total current assets

        1,033

           951

Property, plant and equipment, net

        1,061

        1,072

Goodwill, net

             750

           730

Trademarks and other intangible assets, net

            642

           651

Other assets, net

            224

           248



Total assets

$3,710

$3,652



Liabilities and Stockholders' Equity

Current liabilities

Notes and loans payable

            $490

           $361

Current maturities of long-term debt

                6

           213

Accounts payable

            304

           312

Accrued liabilities

             580

           537

Income taxes payable

              41

              28



Total current liabilities

        1,421

        1,451

Long-term debt

            473

           495

Other liabilities

             372

           376

Deferred income taxes

            111

           115

Stockholders' equity

Common stock

            250

           250

Additional paid-in capital

            291

           255

Retained earnings

        2,727

        2,565

Treasury shares, at cost, 37,685,225 and 36,150,266 shares

at March 31, 2004, and June 30, 2003, respectively

       (1,603)

      (1,507)

Accumulated other comprehensive net losses

          (317)

          (339)

Unearned compensation

            (15)

              (9)



Stockholders' equity

        1,333

        1,215



Total liabilities and stockholders' equity

$3,710

$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)

Nine Months Ended


3/31/2004

3/31/2003



Operations:

Earnings from continuing operations

$368

$357

Adjustments to reconcile earnings from continuing operations

to net cash provided by continuing operations:

Depreciation and amortization

144

142

Deferred income taxes

9

14

Asset impairment

-

33

Other

22

6

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

Receivables, net

21

36

Inventories

(75)

(46)

Other current assets

7

(12)

Accounts payable and accrued liabilities

(40)

(99)

Income taxes payable

120

113

Pension contributions

(38)

(52)



Net cash provided by continuing operations

538

492

Net cash used for discontinued operations

(7)

(6)



Net cash provided by operations

531

486



Investing Activities:

Capital expenditures

(119)

(135)

Proceeds from sale of businesses

-

7

Businesses and equity investments acquired

(13)

-

Low income housing contributions

(9)

(16)

Other

5

4



Net cash used for investing by continuing operations

(136)

(140)



Financing Activities:

Notes and loans payable, net

128

95

Long-term debt borrowings

8

3

Long-term debt repayments

(214)

(2)

Cash dividends paid

(172)

(145)

Treasury stock purchased from non-affiliates

(155)

(348)

Treasury stock purchased from related party, Henkel KGaA (Note 15)

(65)

-

Issuance of common stock for employee stock plans

85

43

Proceeds from settlement of interest rate swaps, and other

24

-



Net cash used for financing by continuing operations

(361)

(354)

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

(9)

7



Net cash used for financing activities

(370)

(347)



Effect of exchange rate changes on cash and cash equivalents

2

3



Net increase in cash and cash equivalents

27

2

Cash and cash equivalents:

Beginning of period

172

177



End of period

$199

$179



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 (Continued)

(In millions)

Nine Months Ended


3/31/2004

3/31/2003



Supplemental cash flow information - noncash investing and financing activity:

Venture agreement with The Procter & Gamble Company

Equipment and technologies obtained

          - -  

$126

Terminal obligation recorded

           - -  

        126



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 nine-month periods ended March 31, 2004, and 2003, 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 March 31, 2004, 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 December 2003, the Financial Accounting Standards Board (“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 requirements of FIN No. 46-R are applicable to its various interests and concluded that only the Company’s interest in the investment fund, which was formerly accounted for by the equity method, was required to be consolidated (Note 5).  As of March 31, 2004, the investment fund’s net assets consist primarily of $13 of cash; therefore, this consolidation is reflected as an increase to cash and cash equivalents of $13 and a corresponding reduction to other assets.  This consolidation did not have a material effect on the Company’s income statement.

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 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 included in the Company’s June 30, 2004 Form 10-K, and the quarterly disclosures are included in Note 10: Employee Benefit Plans.

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.