(Mark One) | ||
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended March 31, 2011. | ||
OR | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 31-0595760 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
1221 Broadway | ||
Oakland, California | 94612-1888 | |
(Address of principal executive offices) | (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)
________________ |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company o |
Three Months Ended | Nine Months Ended | ||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||||
Net sales | $ | 1,304 | $ | 1,287 | $ | 3,749 | $ | 3,805 | |||||
Cost of products sold | 729 | 713 | 2,121 | 2,119 | |||||||||
Gross profit | 575 | 574 | 1,628 | 1,686 | |||||||||
Selling and administrative expenses | 182 | 178 | 543 | 535 | |||||||||
Advertising costs | 125 | 122 | 360 | 367 | |||||||||
Research and development costs | 29 | 30 | 86 | 85 | |||||||||
Goodwill impairment | - | - | 258 | - | |||||||||
Interest expense | 29 | 34 | 94 | 107 | |||||||||
Other (income) expense, net | (9 | ) | 1 | (22 | ) | 29 | |||||||
Earnings from continuing operations before income taxes | 219 | 209 | 309 | 563 | |||||||||
Income taxes on continuing operations | 78 | 66 | 191 | 187 | |||||||||
Earnings from continuing operations | 141 | 143 | 118 | 376 | |||||||||
Discontinued operations: | |||||||||||||
Earnings from Auto businesses, net of tax | - | 22 | 23 | 56 | |||||||||
Gain on sale of Auto businesses, net of tax | 10 | - | 247 | - | |||||||||
Earnings from discontinued operations | 10 | 22 | 270 | 56 | |||||||||
Net earnings | $ | 151 | $ | 165 | $ | 388 | $ | 432 | |||||
Earnings per share | |||||||||||||
Basic | |||||||||||||
Continuing operations | $ | 1.03 | $ | 1.01 | $ | 0.85 | $ | 2.66 | |||||
Discontinued operations | 0.07 | 0.16 | 1.95 | 0.40 | |||||||||
Basic net earnings per share | $ | 1.10 | $ | 1.17 | $ | 2.80 | $ | 3.06 | |||||
Diluted | |||||||||||||
Continuing operations | $ | 1.02 | $ | 1.00 | $ | 0.84 | $ | 2.64 | |||||
Discontinued operations | 0.07 | 0.16 | 1.93 | 0.40 | |||||||||
Diluted net earnings per share | $ | 1.09 | $ | 1.16 | $ | 2.77 | $ | 3.04 | |||||
Weighted average shares outstanding (in thousands) | |||||||||||||
Basic | 136,364 | 140,764 | 138,172 | 140,270 | |||||||||
Diluted | 137,689 | 142,014 | 139,527 | 141,509 | |||||||||
Dividend declared per share | $ | 0.55 | $ | 0.50 | $ | 1.65 | $ | 1.50 |
3/31/2011 | 6/30/2010 | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 153 | $ | 87 | |||
Receivables, net | 499 | 540 | |||||
Inventories, net | 435 | 332 | |||||
Assets held for sale, net | - | 405 | |||||
Other current assets | 117 | 125 | |||||
Total current assets | 1,204 | 1,489 | |||||
Property, plant and equipment, net | 1,006 | 966 | |||||
Goodwill | 1,066 | 1,303 | |||||
Trademarks, net | 550 | 550 | |||||
Other intangible assets, net | 86 | 96 | |||||
Other assets | 139 | 144 | |||||
Total assets | $ | 4,051 | $ | 4,548 | |||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | |||||||
Current liabilities | |||||||
Notes and loans payable | $ | 343 | $ | 371 | |||
Current maturities of long-term debt | - | 300 | |||||
Accounts payable | 360 | 409 | |||||
Accrued liabilities | 452 | 491 | |||||
Income taxes payable | 77 | 74 | |||||
Total current liabilities | 1,232 | 1,645 | |||||
Long-term debt | 2,125 | 2,124 | |||||
Other liabilities | 715 | 677 | |||||
Deferred income taxes | 61 | 19 | |||||
Total liabilities | 4,133 | 4,465 | |||||
Contingencies | |||||||
Stockholders’ (deficit) equity | |||||||
Common stock: $1.00 par value; 750,000,000 shares authorized; 158,741,461 shares issued | |||||||
at March 31, 2011 and June 30, 2010; and 133,334,804 and 138,764,511 shares | |||||||
outstanding at March 31, 2011 and June 30, 2010, respectively | 159 | 159 | |||||
Additional paid-in capital | 623 | 617 | |||||
Retained earnings | 1,059 | 920 | |||||
Treasury shares, at cost: 25,406,657 and 19,976,950 shares at March 31, 2011 and | |||||||
June 30, 2010, respectively | (1,616 | ) | (1,242 | ) | |||
Accumulated other comprehensive net losses | (307 | ) | (371 | ) | |||
Stockholders’ (deficit) equity | (82 | ) | 83 | ||||
Total liabilities and stockholders’ (deficit) equity | $ | 4,051 | $ | 4,548 | |||
Nine Months Ended | |||||||
3/31/2011 | 3/31/2010 | ||||||
Operating activities: | |||||||
Net earnings
|
$ | 388 | $ | 432 | |||
Deduct: Earnings from discontinued operations
|
270 | 56 | |||||
Earnings from continuing operations
|
118 | 376 | |||||
Adjustments to reconcile earnings from continuing operations:
|
|||||||
Depreciation and amortization
|
130 | 138 | |||||
Share-based compensation
|
23 | 46 | |||||
Deferred income taxes
|
33 | 21 | |||||
Goodwill impairment costs
|
258 | - | |||||
Other
|
6 | (19 | ) | ||||
Changes in:
|
|||||||
Receivables, net
|
(13 | ) | (30 | ) | |||
Inventories, net
|
(93 | ) | (47 | ) | |||
Other current assets
|
14 | (4 | ) | ||||
Accounts payable and accrued liabilities
|
(90 | ) | (44 | ) | |||
Income taxes payable
|
1 | (16 | ) | ||||
Net cash provided by continuing operations | 387 | 421 | |||||
Net cash provided by discontinued operations | 19 | 22 | |||||
Net cash provided by operations | 406 | 443 | |||||
Investing activities: | |||||||
Capital expenditures
|
(159 | ) | (109 | ) | |||
Proceeds from sale of businesses, net of transaction costs
|
747 | - | |||||
Businesses acquired
|
- | (19 | ) | ||||
Other
|
25 | 2 | |||||
Net cash provided by (used for) investing activities by continuing operations | 613 | (126 | ) | ||||
Net cash used for investing activities by discontinued operations | - | (2 | ) | ||||
Net cash provided by (used for) investing activities | 613 | (128 | ) | ||||
Financing activities: | |||||||
Notes and loans payable, net
|
(29 | ) | 163 | ||||
Long-term debt borrowings
|
- | 297 | |||||
Long-term debt repayments
|
(300 | ) | (590 | ) | |||
Treasury stock purchased
|
(472 | ) | - | ||||
Cash dividends paid
|
(230 | ) | (211 | ) | |||
Issuance of common stock for employee stock plans and other
|
70 | 61 | |||||
Net cash used for financing activities | (961 | ) | (280 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 8 | - | |||||
Net increase in cash and cash equivalents | 66 | 35 | |||||
Cash and cash equivalents: | |||||||
Beginning of period | 87 | 206 | |||||
End of period | $ | 153 | $ | 241 | |||
Three Months Ended | Nine Months Ended | |||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | |||||||||||
Net sales | $ | - | $ | 79 | $ | 95 | $ | 211 | ||||||
Earnings before income taxes | - | 35 | 34 | 88 | ||||||||||
Income tax expense on earnings | - | (13 | ) | (11 | ) | (32 | ) | |||||||
Gain on sale, net of tax | 10 | - | 247 | - | ||||||||||
Earnings from discontinued operations | $ | 10 | $ | 22 | $ | 270 | $ | 56 | ||||||
6/30/2010 | |||
Receivables, net | $ | 4 | |
Inventories, net | 35 | ||
Other current assets | 1 | ||
Property, plant and equipment, net | 13 | ||
Goodwill | 347 | ||
Trademarks and other intangible assets | 12 | ||
Accounts payable and other liabilities | (7 | ) | |
Assets held for sale, net | $ | 405 | |
Fair value | ||||||||||
Balance Sheet classification | 3/31/2011 | 6/30/2010 | ||||||||
Assets | ||||||||||
Foreign exchange contracts | Other current assets | $ | - | $ | 1 | |||||
Interest rate contracts | Other current assets | 1 | - | |||||||
Commodity purchase contracts | Other current assets | 6 | - | |||||||
Commodity purchase contracts | Other assets | 1 | - | |||||||
$ | 8 | $ | 1 | |||||||
Liabilities | ||||||||||
Foreign exchange contracts | Accrued liabilities | $ | (2 | ) | $ | - | ||||
Commodity purchase contracts | Accrued liabilities | - | (2 | ) | ||||||
$ | (2 | ) | $ | (2 | ) | |||||
Three months ended 3/31/2011 | Nine months ended 3/31/2011 | ||||||||||||||
Cash flow hedges |
Gain (Loss)
recognized in OCI |
Gain (Loss)
reclassified from OCI and recognized in earnings |
Gain (Loss)
recognized in OCI |
Gain reclassified from
OCI and recognized in earnings |
|||||||||||
Commodity purchase contracts | $ | 1 | $ | 1 | $ | 12 | $ | 2 | |||||||
Interest rate contracts | 1 | - | 7 | - | |||||||||||
Foreign exchange contracts | (1 | ) | (1 | ) | (3 | ) | - | ||||||||
Total | $ | 1 | $ | - | $ | 16 | $ | 2 | |||||||
Fair value | |||||||||
Balance Sheet classification | 3/31/2011 | 6/30/2010 | |||||||
Commodity purchase contracts | Other current assets | $ | 3 | $ | - | ||||
Commodity purchase contracts | Accrued liabilities | - | (1 | ) | |||||
$ | 3 | $ | (1 | ) | |||||
3/31/2011 | 6/30/2010 | ||||||
Finished goods | $ | 363 | $ | 272 | |||
Raw materials and packaging | 110 | 94 | |||||
Work in process | 4 | 4 | |||||
LIFO allowances | (29 | ) | (28 | ) | |||
Allowances for obsolescence | (13 | ) | (10 | ) | |||
Total | $ | 435 | $ | 332 | |||
Goodwill | ||||||||||||||||
Cleaning | Lifestyle | Household | International | Total | ||||||||||||
Balance June 30, 2010 | $ | 275 | $ | 623 | $ | 85 | $ | 320 | 1,303 | |||||||
Translation adjustments and other | - | - | - | 14 | 14 | |||||||||||
Balance September 30, 2010 | 275 | 623 | 85 | 334 | 1,317 | |||||||||||
Goodwill impairment | - | (258 | ) | - | - | (258 | ) | |||||||||
Translation adjustments and other | - | - | - | 4 | 4 | |||||||||||
Balance December 31, 2010 | 275 | 365 | 85 | 338 | 1,063 | |||||||||||
Translation adjustments and other | - | - | - | 3 | 3 | |||||||||||
Balance March 31, 2011 | $ | 275 | $ | 365 | $ | 85 | $ | 341 | $ | 1,066 | ||||||
3/31/2011 | 6/30/2010 | ||||
Employee benefit obligations | $ | 305 | $ | 306 | |
Venture agreement net terminal obligation | 276 | 274 | |||
Taxes | 101 | 64 | |||
Other | 33 | 33 | |||
Total | $ | 715 | $ | 677 | |
Three Months Ended | Nine Months Ended | ||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||||
Earnings from continuing operations | $ | 141 | $ | 143 | $ | 118 | $ | 376 | |||||
Earnings from discontinued operations | 10 | 22 | 270 | 56 | |||||||||
Net earnings | 151 | 165 | 388 | 432 | |||||||||
Less: Earnings allocated to participating securities | - | - | (1 | ) | (2 | ) | |||||||
Net earnings applicable to common stock | $ | 151 | $ | 165 | $ | 387 | $ | 430 | |||||
Three Months Ended | Nine Months Ended | ||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||
Basic | 136,364 | 140,764 | 138,172 | 140,270 | |||
Dilutive effect of stock options and other | 1,325 | 1,250 | 1,355 | 1,239 | |||
Diluted | 137,689 | 142,014 | 139,527 | 141,509 | |||
Three Months Ended | Nine Months Ended | |||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | |||||||||
Net earnings | $ | 151 | $ | 165 | $ | 388 | $ | 432 | ||||
Other comprehensive gains (losses), net of tax: | ||||||||||||
Foreign currency translation | 8 | 10 | 50 | 27 | ||||||||
Net derivative adjustments | 1 | (1 | ) | 7 | 10 | |||||||
Pension and postretirement benefit adjustments | 2 | 1 | 7 | 3 | ||||||||
Total comprehensive income | $ | 162 | $ | 175 | $ | 452 | $ | 472 | ||||
Three Months Ended | Nine Months Ended | ||||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||||||
Components of net periodic benefit cost (income): | |||||||||||||||
Service cost | $ | 2 | $ | 2 | $ | 9 | $ | 7 | |||||||
Interest cost | 8 | 8 | 22 | 23 | |||||||||||
Expected return on plan assets | (9 | ) | (8 | ) | (25 | ) | (23 | ) | |||||||
Amortization of unrecognized items | 5 | 2 | 13 | 6 | |||||||||||
Total net periodic benefit cost | $ | 6 | $ | 4 | $ | 19 | $ | 13 | |||||||
Net Sales | |||||||||||
Three Months Ended | Nine Months Ended | ||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||
Cleaning | $ | 407 | $ | 397 | $ | 1,210 | $ | 1,229 | |||
Household | 394 | 408 | 1,068 | 1,123 | |||||||
Lifestyle | 227 | 226 | 646 | 638 | |||||||
International | 276 | 256 | 825 | 815 | |||||||
Total Company | $ | 1,304 | $ | 1,287 | $ | 3,749 | $ | 3,805 | |||
Earnings (Losses) from Continuing Operations
Before Income Taxes |
|||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||||||
Cleaning | $ | 89 | $ | 94 | $ | 274 | $ | 283 | |||||||
Household | 73 | 72 | 151 | 154 | |||||||||||
Lifestyle | 68 | 82 | (66 | ) | 226 | ||||||||||
International | 39 | 38 | 120 | 113 | |||||||||||
Corporate | (50 | ) | (77 | ) | (170 | ) | (213 | ) | |||||||
Total Company | $ | 219 | $ | 209 | $ | 309 | $ | 563 | |||||||
Three Months Ended | Nine Months Ended | ||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | ||||||||
Net earnings from continuing operations | $ | 1.02 | $ | 1.00 | $ | 0.84 | $ | 2.64 | |||
Add: Goodwill impairment | - | - | 1.84 | - | |||||||
Net earnings from continuing operations before goodwill impairment | $ | 1.02 | $ | 1.00 | $ | 2.68 | $ | 2.64 | |||
Three Months Ended | % of Net Sales | |||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | ||||||||||
Net sales | $ | 1,304 | $ | 1,287 | 1 | % | 100.0 | % | 100.0 | % | ||||
Gross profit | 575 | 574 | 0 | 44.1 | 44.6 | |||||||||
Selling and administrative expenses | 182 | 178 | 2 | 14.0 | 13.8 | |||||||||
Advertising costs | 125 | 122 | 2 | 9.6 | 9.5 | |||||||||
Research and development costs | 29 | 30 | (3 | ) | 2.2 | 2.3 | ||||||||
Nine Months Ended | % of Net Sales | |||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | ||||||||||
Net sales | $ | 3,749 | $ | 3,805 | (1 | ) % | 100.0 | % | 100.0 | % | ||||
Gross profit | 1,628 | 1,686 | (3 | ) | 43.4 | 44.3 | ||||||||
Selling and administrative expenses | 543 | 535 | 1 | 14.5 | 14.1 | |||||||||
Advertising costs | 360 | 367 | (2 | ) | 9.6 | 9.6 | ||||||||
Research and development costs | 86 | 85 | 1 | 2.3 | 2.2 |
Three Months Ended | Nine Months Ended | |||||||||||||
3/31/2011 | 3/31/2010 | 3/31/2011 | 3/31/2010 | |||||||||||
Earnings before income taxes | $ | - | $ | 35 | $ | 34 | $ | 88 | ||||||
Income tax expense on earnings | - | (13 | ) | (11 | ) | (32 | ) | |||||||
Gain on sale, net of tax | 10 | - | 247 | - | ||||||||||
Earnings from discontinued operations | $ | 10 | $ | 22 | $ | 270 | $ | 56 | ||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | % Change | ||||||||||||
Net sales | $ | 407 | $ | 397 | 3 | % | $ | 1,210 | $ | 1,229 | (2 | ) % | |||||
Earnings from continuing operations | |||||||||||||||||
before income taxes | 89 | 94 | (5 | ) | 274 | 283 | (3 | ) |
Three Months Ended | Nine Months Ended | ||||||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | % Change | ||||||||||||
Net sales | $ | 394 | $ | 408 | (3 | ) % | $ | 1,068 | $ | 1,123 | (5 | ) % | |||||
Earnings from continuing operations | |||||||||||||||||
before income taxes | 73 | 72 | 1 | 151 | 154 | (2 | ) |
Three Months Ended | Nine Months Ended | |||||||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | % Change | |||||||||||||
Net sales | $ | 227 | $ | 226 | 0 | % | $ | 646 | $ | 638 | 1 | % | ||||||
Earnings (losses) from continuing operations | ||||||||||||||||||
before income taxes | 68 | 82 | (17 | ) | (66 | ) | 226 | (129 | ) | |||||||||
Goodwill impairment | - | - | - | 258 | - | * | ||||||||||||
Earnings from continuing operations before | ||||||||||||||||||
income taxes and goodwill impairment charge | 68 | 82 | (17 | ) | 192 | 226 | (15 | ) | ||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | % Change | ||||||||||||
Net sales | $ | 276 | $ | 256 | 8 | % | $ | 825 | $ | 815 | 1 | % | |||||
Earnings from continuing operations | |||||||||||||||||
before income taxes | 39 | 38 | 3 | 120 | 113 | 6 |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||
3/31/2011 | 3/31/2010 | % Change | 3/31/2011 | 3/31/2010 | % Change | ||||||||||||||||
Losses from continuing operations | |||||||||||||||||||||
before income taxes | $ | (50 | ) | $ | (77 | ) | (35 | ) % | $ | (170 | ) | $ | (213 | ) | (20 | ) % |
Period |
[a]
Total Number of Shares (or Units) Purchased(1) |
[b]
Average Price Paid per Share (or Unit) |
[c]
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
[d]
Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs(2) |
||||||
January 1 to 31, 2011 | - | $ | - | - | $ | 750,000,000 | ||||
February 1 to 28, 2011 | 2,886,305 | $ | 67.16 | 2,886,271 | $ | 556,170,677 | ||||
March 1 to 31, 2011 | 2,112,400 | $ | 68.40 | 2,112,400 | $ | 411,683,217 |
(1) | Of the shares purchased in February 2011, 2,886,271 shares were acquired pursuant to the Company’s open-market purchase program. The remaining 34 shares relate to the surrender to the Company of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock. The total shares purchased in March 2011 were acquired pursuant to the Company’s open-market purchase program. | |
(2) | On May 13, 2008, the board of directors announced a new $750,000,000 share repurchase program of which $411,683,217 remains available for repurchase as of March 31, 2011. On September 1, 1999, the Company announced a share repurchase program to reduce or eliminate dilution upon the issuance of shares pursuant to the Company’s stock compensation plans. The program initiated in 1999 has no specified cap and therefore is not included in column [d] above. On November 15, 2005, the Board of Directors authorized the extension of the 1999 program to reduce or eliminate dilution in connection with issuances of common stock pursuant to the Company’s 2005 Stock Incentive Plan. None of these programs has a specified termination date. |
Item 6. Exhibits | ||
10.27 | Form of Executive Retirement Plan for Clorox Executive Committee Members as of February 15, 2011. | |
31.1 | Certification by the Chief Executive Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by the Chief Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification by the Chief Executive Officer and Chief Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following materials from The Clorox Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. This Exhibit 101 is deemed not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
THE CLOROX COMPANY | ||||
(Registrant) | ||||
DATE: May 4, 2011 | BY | /s/ Susan A. Gentile | ||
Susan A. Gentile | ||||
Vice President – Controller and | ||||
Principal Accounting Officer |
10.27 | Form of Executive Retirement Plan for Clorox Executive Committee Members as of February 15, 2011. | |
31.1 | Certification by the Chief Executive Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification by the Chief Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32 | Certification by the Chief Executive Officer and Chief Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 | The following materials from The Clorox Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011 are formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. This Exhibit 101 is deemed not filed for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Ace of 1934, and otherwise is not subject to liability under these sections. |
THE CLOROX COMPANY | |||
/s/ Jackie P. Kane | March 4, 2011 | ||
NAME: Jacqueline P. Kane | DATE | ||
TITLE: SVP-Human Resource & Corporate Affairs |
I, Donald R. Knauss, certify that: | ||||
1. | I have reviewed this quarterly report on Form 10-Q of The Clorox Company; | |||
2 | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. | |||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||
Date: May 4, 2011 | |
/s/ Donald R. Knauss | |
Donald R. Knauss | |
Chairman and Chief Executive Officer |
I, Daniel J. Heinrich, certify that: | ||||
1. | I have reviewed this quarterly report on Form 10-Q of The Clorox Company; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |||
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. | |||
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||
Date: May 4, 2011 | |
/s/ Daniel J. Heinrich | |
Daniel J. Heinrich | |
Executive Vice President - Chief Financial Officer |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and | ||
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
/s/ Donald R. Knauss | |
Donald R. Knauss | |
Chairman and Chief Executive Officer | |
/s/ Daniel J. Heinrich | |
Daniel J. Heinrich | |
Executive Vice President – Chief Financial Officer |