ITEM 2. PROPERTIES
PRODUCTION FACILITIES. The Company operates production and major warehouse facilities for its operations in 30 locations throughout the United States and in 30 locations internationally. Most of the space is owned. Warehousing space is leased from public service warehouses around the United States. The Company also utilizes six domestic regional distribution centers for many of the Company's products, which are operated by service providers. None of the Company's owned facilities were closed during fiscal year 2000. The Company considers its manufacturing and warehousing facilities to be adequate to support its business.
OFFICES AND R&D FACILITIES. The Company owns its general office building located in Oakland, California. The Company also owns its Technical Center and Data Center located in Pleasanton, California. The Company leases its research and development center and its engineering research facility for Glad and GladWare products, which are located in Willowbrook, Illinois, and Kennesauw, Georgia, respectively. The Company also leases its research and development center for STP products located in Brookfield, Connecticut. Leased sales and other office facilities are located at a number of 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 Belle, Missouri, secures industrial revenue bond indebtedness incurred in relation to the construction and upgrade 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:
Name (Age) and Year Elected to Current Position Title and Current Position(s) - -----------------------------------------------------------------------
G. C. Sullivan (60) 1992 Chairman of the Board and Chief Executive Officer
G. E. Johnston (53) 1999 President and Chief Operating Officer
R. T. Conti	 (45)	 1999 Group Vice President
L. S. Peiros (45) 1999 Group Vice President
K. M. Rose (52) 1997 Group Vice President - Chief Financial Officer
P. D. Bewley (54) 1998 Senior Vice President - General Counsel and Secretary
A. W. Biebl (51) 1999 Senior Vice President - Product Supply
F. A. Tataseo (46) l999 Senior Vice President - Sales
J. M. Brady (47) 1993 Vice President - Human Resources
C. M. Couric (54) 2000 Vice President - General Manager, Seasonal, Food and Professional Products
W. L. Delker (46) 1999 Vice President - Research & Development
G. S. Frank (40) 1999 Vice President - Controller
S. D. House (39) 1999 Vice President - General Manager, Latin America
R. C. Klaus (55) 1995 Vice President - Corporate Administration
D. G. Matz (38) 1999 Vice President - General Manager, Home Care
G. C. Roeth (39) 2000 Vice President - Marketing
G. R. Savage (43) 1999 Vice President - General Manager, Glad Products
S. S. Silberblatt (48) 1999 Vice President - Corporate Communications and Public Affairs
D. G. Simpson (46) 1997 Vice President - Strategy and Planning
K. R. Tandowsky (43) 1998 Vice President - Information Services
S. R. Vogel (39) 1999 Vice President - General Manager, Laundry Additives
S. A. Weiss (44) 1999 Vice President - General Manager, Brita
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.
G. C. Sullivan and J. M. Brady have been employed by the Company for at l east 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. E. Johnston joined the Company in July 1981 as Regional Sales Manager - Special Markets. Prior to his election as President and Chief Operating Officer effective January 20, 1999, he was Group Vice President from July 1, 1996 through January 19, 1999, Vice President - Kingsford Products from November 17, 1993 through June 1996, and Vice President - Corporate Development from June 1992 through November 16, 1993.
R. T. Conti joined the Company in 1982 as Associate Region Sales Manager, Household Products. Prior to his election as Group Vice President effective September 1, 1999, he was Vice President - General Manager from July 1999 through August 1999, Vice President - Kingsford Products from July 1996 through June 1999, and Vice President - International from June 1992 through June 1996.
L. S. Peiros joined the Company in 1982. He was elected Group Vice President effective January 20, 1999. Prior to that, he served as Vice President - Household Products from June 1, 1998 through January 19, 1999, Vice President - Food Products from July 1995 through June 1998, and Vice President - Corporate Marketing Services from September 1993 until July 1995.
K. M. Rose joined the Company in 1978 as a Financial Analyst. Prior to her election as Group Vice President - Finance and Chief Financial Officer effective December 1, 1997, she was Vice President - Treasurer from July 1992 through November 1997.
P. D. Bewley joined the Company in February 1998 as Senior Vice President - General Counsel and Secretary. From 1994 through January 1998, he was employed by Nova Care, Inc., as Senior Vice President - General Counsel and Secretary, and prior to that was employed by Johnson & Johnson as Associate General Counsel.
A.W. Biebl joined the Company in January 1981 as Director of Manufacturing for the Food Service Products Division. Prior to his election as Senior Vice President - Product Supply effective September 1, 1999, he was Vice President - Product Supply from May 1992 through August 1999.
F. A. Tataseo joined the Company in October 1994 as Vice President - Sales and was elected as Senior Vice President - Sales effective September 1, 1999.
C. M. Couric joined the Company in 1973 as a brand assistant in the Household Products marketing organization. Prior to his election in March 2000 as Vice President - General Manager, Seasonal, Food and Professional Products, he was Vice President - General Manager, Brita Products from July 1995 through March 2000, and had served as Director, Brita Operations since 1988.
W. L. Delker joined the Company as Vice President - Research & Development in August 1999. Prior to that, he was General Manager of Six Sigma Quality for GE Silicones, a division of GE Plastic, from February 1998 through July 1999, and General Manager of Technology for GE Silicones from January 1994 through January 1998.
G. S. Frank joined the Company in 1982 as a staff accountant. Prior to his election as Vice President - Controller effective October 1, 1999, he was General Manager - Korea from September 1998 through September 1999, Director of Finance - Kingsford Products from 1997 through August 1998, Director of Finance - Armor All Products from 1996 to 1997, Director of Finance - Food Products from 1995 to 1996, and Director of Corporate Financial Planning from 1994 to 1995.
S. D. House joined the Company in 1983 as a staff accountant. Prior to his election as Vice President - General Manager, Latin America effective July 1, 1999, he was Vice President - Treasurer from December 1, 1997 through June 1999, and prior to that he had served as a Director of Finance for the international business and also had held various positions in auditing, financial analysis and forecasting.
R. C. Klaus joined the Company in 1977 as Regional Sales Manager (Baltimore) for Household Products. Prior to his election as Vice President - Corporate Administration in November 1995, he was Vice President - Clorox Professional Products from March 1994 through October 1995, and Vice President - Food Service Products from May 1990 through March 1994.
D. G. Matz joined the Company in 1986 as a brand assistant in the Company's Household Products marketing organization. Prior to his election as Vice President - General Manager, Home Care effective September 1, 1999, he was Category General Manager - Home Care from February 1999 through August 1999, Director of Marketing - Home Care from December 1997 through January 1999, Director of Marketing - Food Products and Auto Care from August 1995 through November 1997, and Group Marketing Manager - Laundry Care Additives from January 1994 through July 1995.
G. C. Roeth joined the company in 1987 as a brand assistant in the marketing organization. Prior to his election as Vice President - Marketing effective April 1, 2000, he was Vice President - Brand Marketing from October 1999 through March 2000; Marketing Director - Brita from February 1998 through September 1999; Group Marketing Manager for Brita from October 1996 through January 1998, and for Home Cleaning from January 1994 through September 1996.
G. R. Savage joined the Company in 1983 as an Associate Marketing Manager. He was elected Vice President - General Manager, Glad Products effective January 20, 1999. Prior to that, he served as Vice President - Food Products from December 1, 1997 through January 19, 1999, and Director of Marketing for the Household Products business from 1993.
S. S. Silberblatt joined the Company in 1980 in the marketing department for Kingsford products. Prior to his election as Vice President - Corporate Communications and Public Affairs in February 1999, he was Director of Business Development.
D. G. Simpson joined the Company in 1979 in the brand management function. He was elected Vice President - Strategy and Planning effective December 1, 1997. Prior to that, he had served as head of corporate strategic planning.
K. R. Tandowsky joined the Company in 1981 as a staff accountant. He was elected Vice President - Information Services effective February 7, 1998. Prior to that, he had served as Director of Finance for the Kingsford products business from 1994 and Director of Corporate Finance, Treasury from 1992.
S. R. Vogel joined the Company in 1988 as a brand assistant in the marketing organization. Prior to his election as Vice President - General Manager, Laundry Additives effective September 1, 1999, he was Category General Manager - Laundry Cleaning Additives from February 1999 through August 1999, Marketing Director - Laundry Cleaning Additives from 1997 through January 1999, Group Marketing Manager - Laundry Cleaning Additives from 1995 through 1996, and Group Marketing Manager - Home Cleaning from 1994 to 1995.
S. A. Weiss joined the Company in 1994 as an area general manager f or the Pacific Rim business. He was elected Vice President - General Manager, Brita Products in March 2000. Prior to that, he was Vice President - General Manager, Food & Professional Products from February 1999 to March 2000, Vice President - Asia Middle East from June 1998 through January 1999 and he held the position of Area General Manager Asia-Middle East from 1994 until his election as an officer.
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 Stock Exchange and the Pacific Exchange. 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," on page B-35 of Exhibit 99 hereto, and on page B-35 of Appendix B of the Proxy Statement, incorporated herein by reference, and on July 31, 2000, the closing price for the Company's stock was $41.31 per share.
(b) HOLDERS.
The approximate number of record holders of Clorox Common Stock as of July 31, 2000 was 15,554 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," on page B-35 of Exhibit 99 hereto, and on page B-35 of Appendix B of the Proxy Statement, incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
This information appears under "Five-Year Financial Summary," on page B-36 of Exhibit 99 hereto, and on page B-36 of Appendix B of the Proxy Statement, incorporated herein by 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," on pages B-1 through B-9 of Exhibit 99 hereto, and on pages B-1 through B-9 of Appendix B of the Proxy Statement, incorporated herein by reference.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information appears under "Market-Sensitive Derivatives and Financial Instruments" in the "Management's Discussion and Analysis," on pages B-6 and B-7 of Exhibit 99 hereto, and on pages B-6 and B-7 of Appendix B of the Proxy Statement, incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
These statements and data appear on pages B-10 through B-35 of Exhibit 99 hereto, and on pages B-10 through B-35 of Appendix B of the Proxy Statement, incorporated herein by 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 Proxy Statement, incorporated herein by 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 "Section 16(a) Beneficial Ownership Reporting Compliance" of the Proxy Statement, incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K appears under "Organization of the Board of Directors," "Summary Compensation Table," "Options and Stock Appreciation Rights," "Comparative Stock Performance," "Compensation Interlocks and Insider Participation," and "Pension Benefits" of the Proxy Statement, all incorporated herein by reference.
ITEM 12.
ITEM 12. 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 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 and by all directors and executive officers as a group appears under "Beneficial Ownership of Voting Securities" of the Proxy Statement, incorporated herein by reference.
ITEM 13.
ITEM 13. 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 "Certain Relationships and Transactions" of the Proxy Statement, incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements:
Consolidated Financial Statements and Independent Auditors' Report included in Exhibit 99 hereto, and in Appendix B of the Proxy Statement, incorporated herein by reference:
Financial Highlights
Consolidated Statements of Earnings for the years ended June 30, 2000, 1999 and, l998
Consolidated Balance Sheets for the years ended June 30, 2000 and 1999
Consolidated Statements of Stockholders' Equity for the years ended June 30, 2000, 1999 and l998
Consolidated Statements of Cash Flows for the years ended June 30, 2000, 1999 and l998
Notes to Consolidated Financial Statements
Independent Auditors' Report
Quarterly Data
Five-Year Financial Summary
(2) Financial Statement Schedules have been omitted because of the absence of conditions under which they are required, or because the information is shown elsewhere in this Form 10-K.
(3) Executive Compensation Plans and Arrangements:
Long-Term Compensation Program dated October 21, 1987, amended 11/17/93 (Exhibit 10(ii) to the Annual Report on Form 10-K for the year ended June 30, 1994)
Officer Employment Agreement (form) (Exhibit 10(xi) to the Annual Report on Form 10-K for the year ended June 30, 1996)
Officer Change of Control Employment Agreement (form) (Exhibit 10(xii) to the Annual Report on Form 10-K for the year ended June 30, 1996)
Supplemental Executive Retirement Plan (July 17, 1991, amended May 18, 1994, January 17, 1996 and January 19, 2000), (Exhibit 10(viii) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000)
Non-Qualified Deferred Compensation Plan (Exhibit 10(xiii) to the Annual Report on Form 10-K for the year ended June 30, 1996)
The Clorox Company 1995 Performance Unit Plan (Exhibit 10(xiv) to the Annual Report on Form 10-K for the year ended June 30, 1996)
The Clorox Company 1996 Stock Incentive Plan (Exhibit 10(xv) to the Annual Report on Form 10-K for the year ended June 30, 1996)
	 The Clorox Company 1996 Executive Incentive Compensation Plan (Exhibit 10(xvi) to the Annual Report on Form 10-K for the year ended June 30, 1996)
1993 Directors' Stock Option Plan dated November 17, 1993 (filed as Exhibit 10(xi) to the Annual Report on Form 10-K for the year ended June 30, 1994, incorporated herein by reference)
The Clorox Company Independent Directors' Stock-Based Compensation Plan (Exhibit 10 (xix) to the Annual Report on Form 10-K for the year ended June 30, 1997)
(b) Current Reports on Form 8-K during the fourth quarter of fiscal year 2000:
None.
(c) Exhibits:
Index to Exhibits follows.
(d) (Not applicable)
Index to Exhibits -----------------
(3)(i)	Restated Certificate of Incorporation (filed as Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, incorporated herein by reference)
(ii) Bylaws (restated) of the Company (filed as Exhibit 3(ii) to the Annual Report on Form 10-K for the year ended June 30, 1998)
(4)(i) Form of Indenture between the Company and Wachovia Bank & Trust Company, N.A. as Trustee, regarding $200,000,000 in 8.8% Notes due 2001 (filed as Exhibit 4 to the Company's Registration Statement on Form S-3 No. 33-4083 dated May 24, 1991, incorporated herein by reference)
(ii) Prospectus Supplement (to Prospectus dated July 9, 1991) giving terms of the Indenture referenced in Exhibit 4 (i) above (filed on July 18, 1991, supplementing the Registration Statement on Form S-3 No. 33-4083 dated May 24, 1991, and incorporated herein by reference)
(iii) Form of Indenture between First Brands and Bank of New York, as Trustee, regarding $150,000,000 in 7.25% Senior Notes due 2007 (filed as Exhibit 4.1 to First Brands' Registration Statement on Form S-4 dated April 24, 1997, incorporated herein by reference)
(10) Material contracts:
(i) Long-Term Compensation Program dated October 21, 1987 (Amended 11/17/93) (filed as Exhibit 10(ii) to the Annual Report on Form 10-K for the year ended June 30, 1994, incorporated herein by reference)
(ii) Agreement between Henkel KGaA and the Company dated June l8, l981 (filed as Exhibit (l0)(v) to Form 8 dated August 11, l983, incorporated herein by reference)
(iii) Agreement between Henkel GmbH (now Henkel KGaA) and the Company dated July 3l, l974 (filed as Exhibit (l0)(vi) to Form 8 dated August 11, l983, incorporated herein by reference)
(iv) Agreement between Henkel KGaA and the Company dated July 16, 1986 (filed as Exhibit B to Current Report on Form 8-K for March 19, 1987, incorporated herein by reference)
(v) Agreement between Henkel KGaA and the Company dated March 18, 1987 (filed as Exhibit A to Current Report on Form 8-K for March 19, 1987, incorporated herein by reference)
(vi) Supplemental Executive Retirement Plan Restated (July 17, 1991, amended May 18, 1994, January 17, 1996 and January 19, 2000), (filed as Exhibit 10(viii) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, incorporated herein by reference)
(vii) 1993 Directors' Stock Option Plan dated November 17, 1993 (filed as Exhibit 10(xi) to the Annual Report on Form 10-K for the year ended June 30, 1994, incorporated herein by reference)
(viii) Officer Employment Agreement (form) (filed as Exhibit 10(xi) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by reference)
(ix) Officer Change of Control Employment Agreement (form) (filed as Exhibit 10(xii) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by reference)
(x) Non-Qualified Deferred Compensation Plan (filed as Exhibit 10(xiii) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by reference)
(xi) The Clorox Company 1995 Performance Unit Plan (filed as Exhibit 10(xiv) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by reference)
(xii) The Clorox Company 1996 Stock Incentive Plan (filed as Exhibit 10(xv) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by this reference)
(xiii) The Clorox Company 1996 Executive Incentive Compensation Plan (filed as Exhibit 10(xvi) to the Annual Report on Form 10-K for the year ended June 30, 1996, incorporated herein by reference)
(xiv) The Clorox Company Employee Retirement Investment Plan, formerly The Clorox Company Value Sharing Plan (Exhibit 4.3 to Amendment No. 2 dated July 12, 1996 to Registration Statement on Form S-8 No. 33-41131 dated June 10, 1991, incorporated herein by reference)
(xv) The Clorox Company Independent Directors' Stock-Based Compensation Plan (filed as Exhibit 10 (xix) to the Annual Report on Form 10-K for the year ended June 30, 1997, incorporated herein by reference)
(xvi) Agreement and Plan of Reorganization and Merger by and among The Clorox Company, Pennant, Inc. and First Brands Corporation (Appendix A to Registration Statement on Form S-4 No. 333-69455 dated December 22, 1998, incorporated herein by reference)
(xvii) Agreement between Henkel KGaA and the Company dated November 2, 1999 (filed as Exhibit 10 (xix) to the Quarterly Report on Form 10-Q for the quarter ended December 31, 1999, incorporated herein by reference)
(13) Excerpts of 2000 Annual Report to Stockholders
(21) Subsidiaries of the Company
(23) Independent Auditors' Consents
(i) Deloitte & Touche LLP Independent Auditors' Consent
(ii) KPMG LLP Independent Auditors' Consent
(24) Power of Attorney (see page 17)
(27) Financial Data Schedule
(99) Financial Statements
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 20, 2000 By: /s/G.C. Sullivan G. C. Sullivan, Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter D. Bewley, Karen M. Rose, and Gregory S. Frank, jointly and severally, attorneys-in-fact and agents, with full power of substitution, for her or him in any and all capacities to sign any and all amendments to this Form 10-K, and to file the same and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, and his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/G. C. Sullivan Chairman of the Board & September 20, 2000 G. C. Sullivan Director (Chief Executive Officer)
/s/D. Boggan, Jr. Director September 20, 2000 D. Boggan, Jr.
/s/ E. L. Chao Director September 20, 2000 E. L. Chao
/s/J. W. Collins Director September 20, 2000 J. W. Collins
/s/U. Fairchild Director September 20, 2000 U. Fairchild
/s/T. M. Friedman Director September 20, 2000 T. M. Friedman
/s/J. Manchot Director September 20, 2000 J. Machot
/s/R. W. Matschullat Director September 20, 2000 R. W. Matschullat
/s/ D. O. Morton Director September 20, 2000 D. O. Morton
/s/K. Morwind Director September 20, 2000 K. Morwind
/s/E. L. Scarff Director September 20, 2000 E. L. Scarff
/s/L. R. Scott Director September 20, 2000 L. R. Scott
/s/ C. A. Wolfe Director September 20, 2000 C. A. Wolfe
/s/K. M. Rose Group Vice President - September 20, 2000 Chief Financial Officer (Principal Financial Officer)
/s/G. S. Frank Vice President-Controller September 20, 2000 (Principal Accounting Officer)