\n| \n WHERE YOU CAN FIND MORE INFORMATION<\/p>\n<\/td>\n | \n 13<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n ii<\/p>\n
\n<\/p>\nABOUT THIS PROSPECTUS<\/strong><\/p>\nThis prospectus is part of a registration statement that we filed with the
\nSecurities and Exchange Commission, or the SEC, utilizing a “shelf” registration
\nprocess. Under this shelf registration process, from time to time we may offer
\nand sell securities evidencing our senior unsecured indebtedness in one or more
\nseries up to an indeterminate aggregate principal amount. We may offer these
\ndebt securities in separate series, in amounts, at prices and on terms
\ndetermined at the time of offering.<\/p>\n We will provide additional information about the debt securities in an
\naccompanying prospectus supplement. An accompanying prospectus supplement will
\nstate the principal amount, maturity, interest rate or rates, whether the
\ninterest rate or rates will be fixed or variable and\/or any method of
\ndetermining the interest rate or rates, the initial public offering price, and
\nother terms of each series of debt securities.<\/p>\n We may offer and sell debt securities to or through underwriters, who may act
\nas principals or agents, directly to other purchasers or through agents to other
\npurchasers or through any combination of these methods. See “Plan of
\nDistribution.” The names of any underwriters, purchasers or agents and their
\ncompensation will be stated in an accompanying prospectus supplement.<\/p>\n You should rely only on the information provided in this prospectus or
\nexplicitly made part of this document by reference and the accompanying
\nprospectus supplement. No person has been authorized by us to provide you with
\nany other information. Clorox is not making an offer of any debt securities in
\nany jurisdiction where the offer is unlawful. You should not assume that the
\ninformation in this prospectus and the accompanying prospectus supplement is
\ncorrect as of any date after the date of this prospectus and the applicable
\nprospectus supplement. Unless the context requires otherwise, the terms
\n“Clorox,” “the Company,” “we,” “us” and “our” refer to The Clorox Company and
\nits subsidiaries.<\/p>\n THE COMPANY<\/strong><\/p>\nThe Company was founded in Oakland, California in 1913 as the
\nElectro-Alkaline Company. It was reincorporated as Clorox Chemical Corporation
\nin 1922, as Clorox Chemical Co. in 1928 and as The Clorox Company (an Ohio
\ncorporation) in 1957, when the business was acquired by Procter & Gamble
\n(P&G). The Company was fully divested by P&G in 1969 and, as an
\nindependent Company, reincorporated in 1973 in California as The Clorox Company.
\nIn 1986, the Company reincorporated in Delaware.<\/p>\n Our executive offices are located at 1221 Broadway, Oakland, California
\n94612-1888. Our telephone number is (510) 271-7000.<\/p>\n RATIO OF EARNINGS TO FIXED CHARGES<\/strong><\/p>\nThe following table sets forth Clorox153s ratio of earnings to fixed charges
\nfor the periods indicated:<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | \n Three months ended
\nSeptember 30,<\/strong><\/p>\n<\/td>\n<\/td>\n | \n Year ended June 30,<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| <\/td>\n | <\/td>\n | \n 2011<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2010<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2011<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2010<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2009<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2008<\/strong><\/p>\n<\/td>\n| <\/td>\n | \n 2007<\/strong><\/p>\n<\/td>\n<\/tr>\n\n| \n Ratio of earnings to fixed charges<\/p>\n<\/td>\n | <\/td>\n | \n 8<\/p>\n<\/td>\n | <\/td>\n | \n 7<\/p>\n<\/td>\n | <\/td>\n | \n 5<\/p>\n<\/td>\n | <\/td>\n | \n 7<\/p>\n<\/td>\n | <\/td>\n | \n 5<\/p>\n<\/td>\n | <\/td>\n | \n 4<\/p>\n<\/td>\n | <\/td>\n | \n 6<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n For purposes of computing the ratio of earnings to fixed charges, earnings
\nrepresent earnings from continuing operations before income taxes and earnings
\nfrom equity investees, amortization of capitalized interest, distributed income
\nfrom equity investees, and fixed charges. Fixed charges represent interest
\nexpense and the portion of rents representative of an interest factor.<\/p>\n 1<\/p>\n
\n<\/p>\nUSE OF PROCEEDS<\/strong><\/p>\nOur intended use of the net proceeds from the sales of securities will be set
\nforth in an accompanying prospectus supplement.<\/p>\n DESCRIPTION OF DEBT SECURITIES <\/strong><\/p>\nGeneral Terms of the Debt Securities <\/strong><\/p>\nWe may issue senior debt securities from time to time in one or more distinct
\nseries. The securities will be issued under an indenture dated as of October 9,
\n2007, as supplemented by the First Supplemental Indenture dated as of November
\n9, 2009 between us and Wells Fargo Bank, National Association, as trustee and
\nthe Second Supplemental Indenture dated as of November 9, 2009 between us and
\nWells Fargo Bank, National Association, as trustee (as supplemented, the
\n“Indenture”). We will include in a supplement to this prospectus the specific
\nterms of each series of debt securities being offered. The statements and
\ndescriptions in this prospectus or in an accompanying prospectus supplement
\nregarding provisions of the indenture and debt securities are summaries of these
\nprovisions, do not purport to be complete and are subject to, and are qualified
\nin their entirety by reference to, all of the provisions of the debt securities
\nand the indenture (including any amendments or supplements we may enter into
\nfrom time to time that are permitted under the indenture).<\/p>\n Unless otherwise specified in an accompanying prospectus supplement, the debt
\nsecurities will be our direct unsecured senior obligations and will not be
\nguaranteed by any of our subsidiaries. The senior debt securities will rank
\nequally with any of our other senior and unsubordinated debt and will be
\neffectively subordinated to any indebtedness and other liabilities of our
\nsubsidiaries.<\/p>\n Unless otherwise specified in a prospectus supplement, the term “Company”
\nunder this caption “General Terms of the Debt Securities” refers only to The
\nClorox Company and not to any of our subsidiaries.<\/p>\n The applicable prospectus supplement will set forth the terms of each series
\nof debt securities, including, if applicable:<\/p>\n \n- the title of the debt securities;<\/li>\n
- any limit upon the aggregate principal amount of the debt securities;<\/li>\n
- the date or dates on which the principal amount of the debt securities is
\npayable;<\/li>\n - the rate or rates of interest, if any, at which the debt securities bear
\ninterest and the date or dates from which interest will accrue;<\/li>\n - if the debt securities bear interest, the dates on which interest will be
\npayable and the regular record dates for interest payments;<\/li>\n - the place or places where the payment of principal, any premium and any
\ninterest will be made, if other than or in addition to the Borough of Manhattan,
\nThe City of New York, where the debt securities may be surrendered for transfer
\nor exchange and where notices or demands to or upon us may be served;<\/li>\n - any optional redemption provisions, which would allow us to redeem the debt
\nsecurities in whole or in part;<\/li>\n - any sinking fund or other provisions that would obligate us to redeem, repay
\nor purchase the debt securities;<\/li>\n - if the currency in which the debt securities will be issuable is United
\nStates dollars, the denominations in which any registered securities will be
\nissuable, if other than denominations of $2,000 and integral multiples of $1,000
\nthereof;<\/li>\n - if other than United States dollars, the currency in which the debt
\nsecurities will be paid or denominated;<\/li>\n - if other than the entire principal amount, the portion of the principal
\namount of debt securities which will be payable upon a declaration of
\nacceleration of the maturity of the debt securities;<\/li>\n<\/ul>\n2<\/p>\n
\n<\/p>\n\n- the inapplicability of any event of default or covenant set forth in the
\nindenture relating to the debt securities, or the applicability of any other
\nevents of default or covenants in addition to the events of default or covenants
\nset forth in the indenture relating to the debt securities;<\/li>\n - if a person other than Wells Fargo Bank, National Association is to act as
\ntrustee for the debt securities, the name and location of the corporate trust
\noffice of that trustee;<\/li>\n - if other than as set forth in the indenture, provisions for the satisfaction
\nand discharge of the indenture with respect to the debt securities issued under
\nthe indenture;<\/li>\n - the date as of which any global security will be dated if other than the
\ndate of original issuance of the first debt security of a particular series to
\nbe issued;<\/li>\n - whether the debt securities will be issued in whole or in part in the form
\nof a global security or securities and, in that case, any depositary and global
\nexchange agent for the global security or securities, whether the global form
\nshall be permanent or temporary and, if applicable, the exchange date;<\/li>\n - if debt securities are to be issuable initially in the form of a temporary
\nglobal security, the circumstances under which the temporary global security can
\nbe exchanged for definitive debt securities and whether the definitive debt
\nsecurities will be registered securities or will be in global form and
\nprovisions relating to the payment of interest in respect of any portion of a
\nglobal security payable in respect of an interest payment date prior to the
\nexchange date; and<\/li>\n - any other terms of the debt securities, which terms shall not be
\ninconsistent with the requirements of the Trust Indenture Act of 1939, as
\namended.<\/li>\n<\/ul>\nThis prospectus is part of a registration statement that does not limit the
\naggregate principal amount of debt securities that we may issue and provides
\nthat we may issue debt securities from time to time in one or more series.
\nUnless indicated in a prospectus supplement, we may issue additional debt
\nsecurities of a particular series without the consent of the holders of the debt
\nsecurities of such series outstanding at the time of the issuance, provided,
\nhowever, that for United States federal income tax purposes, such additional
\ndebt securities are issued in a “qualified reopening” within the meaning of the
\nInternal Revenue Code of 1986, as amended. Any such additional debt securities,
\ntogether with all other outstanding debt securities of that series, will
\nconstitute a single series of debt securities under the indenture.<\/p>\n Denominations, Registration and Transfer <\/strong><\/p>\nWe will issue debt securities as registered securities (without coupons)
\neither in certificated form or in the form of one or more global securities. We
\nwill issue book-entry debt securities as registered global securities. Each
\nglobal security will be issued in the denomination of the aggregate principal
\namount of the securities that it represents. Unless otherwise stated in the
\napplicable prospectus, we will issue the debt securities in denominations of
\n$2,000 or integral multiples of $1,000 in excess thereof.<\/p>\n A holder may exchange certificated debt securities for other debt securities
\nof any authorized denominations of a like stated maturity and of a like series
\nand aggregate principal amount and with like terms and conditions. Whenever any
\nsuch debt securities are surrendered for exchange, we will execute, and the
\ntrustee will authenticate and deliver, the debt securities that the holder
\nmaking the exchange is entitled to receive.<\/p>\n A holder may present debt securities in certificated form for registration of
\ntransfer (with the form of transfer printed on the security duly executed) at
\nthe office of the security registrar that we designate for such purpose. Unless
\nwe state otherwise in the applicable prospectus supplement, the security
\nregistrar will be the trustee we appointed under the indenture for the
\napplicable debt securities. There will be no service charge to register the
\ntransfer, but the holder is responsible for paying any taxes and other
\ngovernmental charges. Any transfer or exchange is subject to the security
\nregistrar being satisfied with the documents of title and identity of the person
\nmaking the request.<\/p>\n For a discussion of restrictions on the exchange, registration and transfer
\nof global securities, see the section below entitled “: Global Securities.”<\/p>\n 3<\/p>\n
\n<\/p>\nPayment and Paying Agents<\/strong><\/p>\nUnless otherwise indicated in an applicable prospectus supplement, we will
\npay the principal of, and premium, if any, and interest, if any, on debt
\nsecurities to a paying agent, whom we will designate from time to time. However,
\nat our option we may pay any interest (1) by check mailed to you at your address
\nappearing in the security register or (2) by wire transfer to an account
\nmaintained by you. Unless otherwise stated in the applicable prospectus
\nsupplement, we will pay interest to you on the applicable payment date if the
\ndebt security is registered in your name at the close of business on the regular
\nrecord date for that interest payment.<\/p>\n Unless otherwise indicated in an applicable prospectus supplement, the
\ntrustee will act as our sole paying agent through its designated office. We may
\nat any time designate additional paying agents or rescind the designation of any
\npaying agent or approve a change in the office through which any paying agent
\nacts, except that we will be required to maintain a paying agent in each place
\nof payment for each series. We may also choose to act as our own paying agent.
\nIf, after two years, moneys that we paid to a paying agent remain unclaimed, the
\npaying agent will remit the moneys to us, together with any interest, and you
\nmay look only to us for payment (or to the applicable state if we are required
\nto escheat the moneys).<\/p>\n Global Securities <\/strong><\/p>\nWe will deposit any global securities with a depositary or its nominee
\nidentified in the applicable prospectus supplement. While the applicable
\nprospectus supplement will describe the specific terms of the depositary
\narrangement, we expect the following general provisions to apply to our
\ndepositary arrangements:<\/p>\n Global securities will be registered in the name of the depositary or its
\nnominee. Upon the issuance of a global security, the depositary or nominee will
\ncredit, on its book-entry registration and transfer system, the principal
\namounts of the debt securities represented by the global security to the
\naccounts of institutions that have accounts with the depositary or nominee. If
\nwe are offering and selling the debt securities directly, we will designate the
\naccounts to be credited; otherwise, our underwriter or agent will do so.
\nOwnership of beneficial interests in a global security will be limited to
\nparticipating institutions or their clients. The depositary or its nominee will
\nkeep records of the ownership and transfer of beneficial interests in a global
\nsecurity by participating institutions. Participating institutions will keep
\nrecords of the ownership and transfer of beneficial interests by their clients.
\nThe laws of some jurisdictions may require that purchasers of securities receive
\nthem in certificated form. This would limit the ability to transfer beneficial
\ninterests in a global security.<\/p>\n So long as the depositary or its nominee is the registered owner of a global
\nsecurity, it will be considered the sole owner or holder of the debt securities
\nrepresented by the global security for all purposes under the indenture. Except
\nas set forth below, owners of beneficial interests in the global securities will
\nnot be entitled to have debt securities represented by the global security
\nregistered in their names, will not receive or be entitled to receive debt
\nsecurities in certificated form and will not be considered the owners or holders
\nthereof under the indenture. Accordingly, if a holder owns a beneficial interest
\nin a global security, the holder must rely on the depositary and, if applicable,
\nthe participating institution of which that holder is a client to exercise the
\nrights of that holder under the indenture.<\/p>\n The depositary may grant proxies and otherwise authorize participating
\ninstitutions to take any action that a holder is entitled to take under the
\nindenture. We understand that, according to existing industry practices, if we
\nrequest any action of holders, or any owner of a beneficial interest in a global
\nsecurity wishes to give any notice or take any action, the depositary would
\nauthorize the participating institutions to give the notice or take the action,
\nand the participating institutions would in turn authorize their clients to give
\nthe notice or take the action.<\/p>\n Generally, we will make payments on debt securities represented by a global
\nsecurity directly to the depositary or its nominee. It is our understanding that
\nthe depositary will then credit the accounts of participating institutions,
\nwhich will then distribute funds to their clients. We also expect that payments
\nby participating institutions to their clients will be governed by standing
\ninstructions and customary practices, as is now the case with securities held
\nfor the accounts of clients registered in “street names,” and will be the
\nresponsibility of the participating institutions. Neither we nor the trustees,
\nnor our respective agents, will have<\/p>\n 4<\/p>\n
\n<\/p>\nany responsibility, or bear any liability, for any aspects of the records
\nrelating to or payments made on account of beneficial interests in a global
\nsecurity, or for maintaining, supervising or reviewing records relating to
\nbeneficial interests.<\/p>\n Generally, a global security may be exchanged for certificated debt
\nsecurities only in the following instances:<\/p>\n \n- the depositary notifies us that it is unwilling or unable to continue as
\ndepositary, or it ceases to be a registered clearing agency, and thereafter a
\nsuccessor is not appointed within 90 days;<\/li>\n - we determine in our sole discretion that the securities of any series issued
\nin the form of one or more global securities are no longer to be represented by
\nsuch global securities or we permit global securities to be exchangeable; or\n<\/li>\n - an event of default under the indenture has occurred and is continuing with
\nrespect to the series of securities.<\/li>\n<\/ul>\nCertain Covenants <\/strong><\/p>\nUnless otherwise indicated in the applicable prospectus supplement, our debt
\nsecurities will have the benefit of the following covenants contained in the
\nindenture:<\/p>\n Limitations on Secured Debt<\/em><\/strong><\/p>\nThe Company will not itself, and will not permit any Restricted Subsidiary
\n(defined below) to, incur, issue, assume or guarantee any debt securities,
\nbonds, debentures or other similar evidences of indebtedness for money borrowed
\n(herein called “debt”), secured by a pledge of, or mortgage or other lien on,
\nany Principal Property (defined below), now owned or hereafter owned by the
\nCompany or any Restricted Subsidiary, or any shares of Capital Stock (defined
\nbelow) or debt of any Restricted Subsidiary (herein called “liens”), without
\neffectively providing that the outstanding debt securities (together with, if
\nthe Company shall so determine, any other debt of the Company or such Restricted
\nSubsidiary then existing or thereafter created which is not subordinate to the
\ndebt securities) shall be secured equally and ratably with (or prior to) such
\nsecured debt so long as such secured debt shall be so secured. The foregoing
\nrestrictions do not apply, however, to (a) liens on any Principal Property
\nacquired (whether by merger, consolidation, purchase, lease or otherwise),
\nconstructed or improved by the Company or any Restricted Subsidiary after the
\ndate of the indenture which are created or assumed prior to, contemporaneously
\nwith, or within 360 days after, such acquisition, construction or improvement,
\nto secure or provide for the payment of all or any part of the cost of such
\nacquisition, construction or improvement (including related expenditures
\ncapitalized for Federal income tax purposes in connection therewith) incurred
\nafter the date of the indenture; (b) liens on any property, shares of Capital
\nStock or debt existing at the time of acquisition thereof, whether by merger,
\nconsolidation, purchase, lease or otherwise (including liens on property, shares
\nof capital stock or indebtedness of a Person (defined below) existing at the
\ntime such Person becomes a Restricted Subsidiary); (c) liens in favor of, or
\nwhich secure debt owing to, the Company or any Restricted Subsidiary; (d) liens
\nin favor of the United States of America or any state thereof, or any
\ndepartment, agency, or instrumentality or political subdivision thereof, or
\npolitical entity affiliated therewith, or in favor of any other country, or any
\npolitical subdivision thereof, to secure progress, advance or other payments, or
\nother obligations, pursuant to any contract or statute, or to secure any debt
\nincurred for the purpose of financing all or any part of the cost of acquiring,
\nconstructing or improving the property subject to such liens (including liens
\nincurred in connection with pollution control, industrial revenue or similar
\nfinancings); (e) liens imposed by law, such as mechanics153, workmen153s,
\nrepairmen153s, materialmen153s, carriers153, warehousemen153s, vendors153 or other similar
\nliens arising in the ordinary course of business, or governmental (Federal,
\nstate or municipal) liens arising out of contracts for the sale of products or
\nservices by the Company or any Restricted Subsidiary, or deposits or pledges to
\nobtain the release of any of the foregoing; (f) pledges or deposits under
\nworkmen153s compensation, unemployment insurance, or similar legislation and liens
\nof judgments thereunder which are not currently dischargeable, or good faith
\ndeposits in connection with bids, tenders, contracts (other than for the payment
\nof money) or leases to which the Company or any Restricted Subsidiary is a
\nparty, or deposits to secure public or statutory obligations of the Company or
\nany Restricted Subsidiary, or deposits in connection with obtaining or
\nmaintaining self-insurance or to obtain the benefits of any law, regulation or
\narrangement pertaining to workmen153s compensation, unemployment insurance, old
\nage pensions, social security or similar matters, or deposits of cash or
\nobligations of the United States of America to<\/p>\n 5<\/p>\n
\n<\/p>\nsecure surety, appeal or customs bonds to which the Company or any Restricted
\nSubsidiary is a party, or deposits in litigation or other proceedings such as,
\nbut not limited to, interpleader proceedings; (g) liens created by or resulting
\nfrom any litigation or other proceeding which is being contested in good faith
\nby appropriate proceedings, including liens arising out of judgments or awards
\nagainst the Company or any Restricted Subsidiary with respect to which the
\nCompany or such Restricted Subsidiary is in good faith prosecuting an appeal or
\nproceedings for review or liens incurred by the Company or any Restricted
\nSubsidiary for the purpose of obtaining a stay or discharge in the course of any
\nlitigation or other proceeding to which the Company or such Restricted
\nSubsidiary is a party; (h) liens for taxes or assessments or governmental
\ncharges or levies not yet due or delinquent, or which can thereafter be paid
\nwithout penalty, or which are being contested in good faith by appropriate
\nproceedings; (i) liens consisting of easements, rights-of-way, zoning
\nrestrictions, restrictions on the use of real property, and defects and
\nirregularities in the title thereto, landlords153 liens and other similar liens
\nand encumbrances none of which interfere materially with the use of the property
\ncovered thereby in the ordinary course of the business of the Company or such
\nRestricted Subsidiary and which do not, in the opinion of the Company,
\nmaterially detract from the value of such properties; (j) liens existing on the
\nfirst date on which such series of senior debt securities are issued; (k) liens
\non cash and cash equivalents securing derivatives obligations; provided
\nthat<\/em> the aggregate amount of cash and cash equivalents subject to such
\nliens may at no time exceed $100,000,000; (l) liens arising solely by virtue of
\nany statutory or common law provision relating to banker153s liens, rights of
\nsetoff or similar rights and remedies as to deposit accounts or other funds
\nmaintained with a creditor depository institution; provided that<\/em> (i)
\nsuch deposit account is not a dedicated cash collateral account and is not
\nsubject to restrictions against access by the Company in excess of those set
\nforth by regulations promulgated by the Federal Reserve Board, and (ii) such
\ndeposit account is not intended to provide collateral to the depository
\ninstitution; or (m) any extension, renewal or replacement (or successive
\nextensions, renewals or replacements) as a whole or in part, of any lien
\nreferred to in the foregoing clauses (a) to (l), inclusive; provided
\nthat<\/em> (1) such extension, renewal or replacement lien shall be limited to
\nall or a part of the same property, shares of stock or debt that secured the
\nlien extended, renewed or replaced (plus improvements on such property) and (2)
\nthe debt secured by such lien at such time is not increased.<\/p>\nNotwithstanding the restrictions described above, the Company or any
\nRestricted Subsidiary may incur, issue, assume or guarantee debt secured by
\nliens without equally and ratably securing the outstanding debt securities
\nissued under the indenture, provided that <\/em>at the time of such
\nincurrence, issuance, assumption or guarantee, after giving effect thereto and
\nto the retirement of any debt which is concurrently being retired, the aggregate
\namount of all outstanding debt secured by liens which could not have been
\nincurred, issued, assumed or guaranteed by the Company or a Restricted
\nSubsidiary without equally and ratably securing the outstanding debt securities
\nexcept for the provisions of this paragraph, together with the aggregate amount
\nof Attributable Debt (defined below) incurred pursuant to the second paragraph
\nunder the caption “:Limitations on Sale and Leaseback Transactions” below, does
\nnot at such time exceed the greater of (i) $300 million or (ii) 15% of the
\nConsolidated Net Tangible Assets of the Company.<\/p>\nNotwithstanding the foregoing, any lien securing outstanding senior debt
\nsecurities granted pursuant to this covenant shall be automatically and
\nunconditionally released and discharged upon the release by all holders of the
\ndebt secured by the lien giving rise to the requirement to provide a lien
\nsecuring the outstanding senior debt securities (including any deemed release
\nupon payment in full of all obligations under such debt) or, with respect to any
\nparticular Principal Property or Capital Stock of any particular Restricted
\nSubsidiary securing outstanding senior debt securities, upon any sale, exchange
\nor transfer to any person not an affiliate of the Company of such Principal
\nProperty or Capital Stock.<\/p>\n Limitations on Sale and Leaseback Transactions<\/em><\/strong><\/p>\nSale and leaseback transactions by the Company or any Restricted Subsidiary
\ninvolving a Principal Property are prohibited unless either (a) the Company or
\nsuch Restricted Subsidiary would be entitled, without equally and ratably
\nsecuring the outstanding senior debt securities, to incur debt secured by a lien
\non such property, pursuant to the provisions described in clauses (a) through
\n(m) above under “: Limitations on Secured Debt”; or (b) the Company, within 360
\ndays after such transaction, applies an amount not less than the net proceeds of
\nthe sale of the Principal Property leased pursuant to such arrangement to (x)
\nthe retirement of its Funded Debt (defined below); provided that <\/em>the
\namount to be applied to the retirement of Funded Debt of the Company shall be
\nreduced by (1) the principal amount of any outstanding senior debt securities
\ndelivered within 360 days after such sale to the Trustee<\/p>\n6<\/p>\n
\n<\/p>\nfor retirement and cancellation, and (2) the principal amount of Funded Debt,
\nother than outstanding senior debt securities, voluntarily retired by the
\nCompany within 360 days after such sale or (y) the purchase, construction or
\ndevelopment of other property, facilities or equipment used or useful in the
\nCompany153s or its Restricted Subsidiaries153 business. Notwithstanding the
\nforegoing, no retirement referred to in clause (b) of this paragraph may be
\neffected by payment at maturity or pursuant to any mandatory sinking fund
\npayment or mandatory prepayment provision. This restriction will not apply to a
\nsale and leaseback transaction between the Company and a Restricted Subsidiary
\nor between Restricted Subsidiaries or involving the taking back of a lease for a
\nperiod of less than three years.<\/p>\n Notwithstanding the restrictions described above, the Company or any
\nRestricted Subsidiary may enter into a sale and leaseback transaction,
\nprovided that<\/em> at the time of such transaction, after giving effect
\nthereto and to the retirement of any Funded Debt which is concurrently being
\nretired, the aggregate amount of all Attributable Debt (defined below) in
\nrespect of sale and leaseback transactions existing at such time (other than
\nsale and leaseback transactions permitted as described in the preceding
\nparagraph), together with the aggregate amount of all outstanding debt incurred
\npursuant to the second paragraph under the caption “: Limitations on Secured
\nDebt” above, does not at such time exceed the greater of (i) $300 million or
\n(ii) 15% of the Consolidated Net Tangible Assets of the Company.<\/p>\nCertain Definitions<\/em><\/strong><\/p>\nThe capitalized terms used in the summary of the covenants above have the
\nfollowing definitions:<\/p>\n “Attributable Debt” <\/em>in respect of any sale and leaseback transaction
\nmeans, at the date of determination, the present value (discounted at the rate
\nof interest implicit in the terms of the lease) of the obligation of the lessee
\nfor net rental payments during the remaining term of the lease (including any
\nperiod for which such lease has been extended or may, at the option of the
\nlessor, be extended). “Net rental payments” under any lease for any period means
\nthe sum of the rental and other payments required to be paid in such period by
\nthe lessee thereunder, excluding any amounts required to be paid by such lessee
\n(whether or not designated as rental or additional rental payments) on account
\nof maintenance and repairs, insurance, taxes, assessments, water rates or
\nsimilar charges required to be paid by such lessee thereunder or any amounts
\nrequired to be paid by such lessee thereunder contingent upon the amount of
\nsales, maintenance and repairs, insurance, taxes, assessments, water rates or
\nsimilar charges.<\/p>\n“Capital Stock” <\/em>of any Person means any and all shares, interests,
\nrights to purchase, warrants, options, participations or other equivalents of or
\ninterests in (however designated) equity of such Person, including any preferred
\nstock and limited liability or partnership interests (whether general or
\nlimited), but excluding any debt securities convertible into such equity.<\/p>\n“Consolidated Net Tangible Assets” <\/em>means, at the date of
\ndetermination, the aggregate amount of assets (less applicable reserves and
\nother properly deductible items) after deducting therefrom (a) all current
\nliabilities (excluding any indebtedness for money borrowed having a maturity of
\nless than 12 months from the date of the then most recent consolidated balance
\nsheet of the Company publicly available but which by its terms is renewable or
\nextendible beyond 12 months from such date at the option of the borrower) and
\n(b) all goodwill, trade names, patents, unamortized debt discount and expense
\nand any other like intangibles, all as set forth on the then most recent
\nconsolidated balance sheet of the Company publicly available and computed in
\naccordance with generally accepted accounting principles.<\/p>\n“Funded Debt” <\/em>means debt which by its terms matures at or is
\nextendible or renewable at the option of the obligor to a date more than 12
\nmonths after the date of the creation of such debt.<\/p>\n“Person<\/em>” means any individual, corporation, partnership, joint
\nventure, association, joint stock company, trust, unincorporated organization,
\nlimited liability company, government or any agency or political subdivision
\nthereof or any other entity, and includes a “person” as used in Section 13(d)(3)
\nof the Exchange Act.<\/p>\n“Principal Property” <\/em>means any plant, office facility, warehouse,
\ndistribution center or equipment located within the United States of America
\n(other than its territories or possessions) and owned by the Company or any
\nsubsidiary, the gross book value (without deduction of any depreciation
\nreserves) of which on the date as of which the determination is being made
\nexceeds 1% of the Consolidated Net Tangible Assets of the Company, except any
\nsuch property which the Company153s Board of Directors, in its good faith opinion,
\ndetermines is not of material importance to the business conducted by the
\nCompany and its subsidiaries, taken as a whole, as evidenced by a board
\nresolution.<\/p>\n“Restricted Subsidiary” <\/em>means any subsidiary of the Company which
\nowns or leases a Principal Property.<\/p>\n7<\/p>\n
\n<\/p>\nConsolidation, Merger and Sale of Assets <\/strong><\/p>\nThe Company may not consolidate or merge with or into, or convey, transfer or
\nlease its properties and assets substantially as an entirety to any Person
\nunless (1) such Person is a corporation, partnership, limited liability company
\nor trust organized and validly existing under the laws of any domestic
\njurisdiction and such successor Person assumes by supplemental indenture the
\nCompany153s obligations on each series of the debt securities and under the
\nindenture, (2) after giving effect to the transaction no Event of Default, and
\nno event which, after notice or lapse of time, would become an Event of Default,
\nshall have occurred and be continuing under the indenture, (3) as a result of
\nsuch transaction the properties or assets of the Company are not subject to any
\nencumbrance which would not be permitted under the indenture and (4) the Company
\nshall have delivered an Officers153 Certificate and an Opinion of Counsel, each
\nstating that such transaction or supplemental indenture, complies with the
\nindenture.<\/p>\n Events of Default<\/strong><\/p>\nEach of the following will be an event of default:<\/p>\n (1) default in any payment of interest on any debt security when it becomes
\ndue and payable, continued for 30 days;<\/p>\n (2) default in the payment of principal of or premium, if any, on any debt
\nsecurity when due at its stated maturity, upon optional redemption, upon
\ndeclaration or otherwise;<\/p>\n (3) our failure, after notice, to comply within 60 days with any of our other
\nagreements contained in the indenture applicable to the debt securities (other
\nthan a covenant or warranty expressly excluded from events giving rise to a
\ndefault, including the obligation to file SEC filings with the trustee); or<\/p>\n (4) certain events of bankruptcy, insolvency or reorganization for us.<\/p>\n A default under clause (3) of this paragraph will not constitute an event of
\ndefault until the trustee or the holders of at least 25% in principal amount of
\nthe outstanding securities of such series notify us of the default and such
\ndefault is not cured within the time specified in clause (3) of this paragraph
\nafter receipt of such notice.<\/p>\n If an event of default (other than an event of default referred to in clause
\n(4) above with respect to us) occurs and is continuing, the trustee or the
\nholders of at least 25% in principal amount of the outstanding securities of
\nsuch series by written notice to us and the trustee may, and the trustee at the
\nrequest of such holders shall, declare the principal of and accrued and unpaid
\ninterest, if any, on all securities of such series to be due and payable. Upon
\nsuch a declaration, such principal and accrued and unpaid interest will be due
\nand payable immediately. If an event of default referred to in clause (4) above
\noccurs with respect to us, the principal of and accrued and unpaid interest on
\nall outstanding securities will become and be immediately due and payable
\nwithout any declaration or other act on the part of the trustee or any holders.\n<\/p>\n The trustee will not be deemed to have notice of any default or any event of
\ndefault unless a responsible officer of the trustee (as defined in the
\nIndenture) has actual notice of the default or the event of default or the
\ntrustee has received written notice of any event which is a default and the
\nnotice references the notes and the Indenture.<\/p>\n In order for holders of any series of securities to initiate proceedings for
\na remedy under the indenture (other than with respect to an event of default
\nreferred to in clause (4) above with respect to us), holders of at least 25% in
\nprincipal amount of such series of securities must first give written notice to
\nus as provided above, must request that the trustee initiate a proceeding in its
\nown name and must offer the trustee indemnity reasonably satisfactory to the
\ntrustee against costs, expenses, and liabilities incurred in compliance with
\nsuch request. If the trustee still refuses for 60 days to initiate the
\nproceeding, and no inconsistent direction has been given to the trustee by
\nholders of a majority of such series of securities, the holders may initiate a
\nproceeding as long as they do not adversely affect the rights of any other
\nholders of such series of securities. However, any holder is entitled at any
\ntime to bring a lawsuit for payment of money due on its securities on or after
\nthe due date.<\/p>\n The holders of a majority in principal amount of the outstanding securities
\nof any series may rescind a declaration of acceleration with respect to such
\nseries of securities if all events of default, besides the failure to pay
\nprincipal due solely because of the declaration of acceleration, have been cured
\nor waived.<\/p>\n 8<\/p>\n
\n<\/p>\nIf we default on the payment of any installment of interest and fail to cure
\nthe default within 30 days, or if we default on the payment of principal (or
\npremium, if any) when it becomes due, then the trustee may require us to pay all
\namounts due to the trustee, with interest on the overdue principal or interest
\npayments, in addition to the expenses of collection.<\/p>\n The indenture provides that if a default occurs and is continuing and is
\nknown to the trustee, the trustee must mail to each holder notice of the default
\nwithin 90 days after it occurs. Except in the case of a default in the payment
\nof principal of (or premium, if any), or interest, if any, on any debt security,
\nor in the deposit of any sinking fund payment with respect to the securities of
\na series, the trustee may withhold notice if the trustee determines that
\nwithholding notice is in the best interests of the holders.<\/p>\n The holders of a majority in principal amount of the outstanding securities
\nof any series may waive any past default or event of default with respect to
\nsuch series of securities except for a default in the payment of principal of
\n(or premium, if any) or interest, if any, on such series of securities or a
\ndefault relating to a provision that cannot be amended without the consent of
\neach affected holder.<\/p>\n Modification or Waiver<\/strong><\/p>\nThere are three types of changes we can make to the indenture.<\/p>\n Changes Requiring Approval of Holders. <\/em>Certain changes cannot be
\nmade to the indenture or the debt securities of a particular series without
\napproval of each affected holder, including the following:<\/p>\n\n- reducing the principal or any premium or changing the stated maturity of the
\ndebt securities of a particular series;<\/li>\n - reducing the rate of, or changing the stated maturity of, any payment of
\ninterest on the debt securities of a particular series;<\/li>\n - making the principal, premium or interest payable in a currency other than
\nUnited States dollars or changing the place of payment;<\/li>\n - modifying the right of any holder to receive or sue for payment of
\nprincipal, premium or interest that would be due and payable at the maturity of
\nthe debt securities of a particular series;<\/li>\n - expressly subordinating the senior debt securities of a particular series to
\nother indebtedness of ours; or<\/li>\n - reducing the principal amount of the debt securities of a particular series
\nwhose holders must consent to supplement the indenture or to waive any of its
\nprovisions.<\/li>\n<\/ul>\nChanges Requiring a Majority Vote of Holders. <\/em>Other than as set
\nforth above, the indenture and the debt securities of a particular series can
\ngenerally be amended by a vote in favor by holders owning a majority of the
\noutstanding aggregate principal amount of the debt securities of a particular
\nseries. In the event that more than one series of debt securities issued under
\nthe indenture is affected by the amendment, the vote of a particular series of
\ndebt securities will only amend the indenture with respect to such particular
\nseries of debt securities.<\/p>\nChanges Not Requiring Approval of Holders. <\/em>From time to time, we and
\nthe trustee may, without the consent of the holders, amend the indenture or the
\ndebt securities of a particular series for specified purposes, including to:\n<\/p>\n\n- reflect that a successor has succeeded us and has assumed our covenants and
\nobligations under the debt securities and the indenture;<\/li>\n - add further covenants for the benefit of the holders of a particular series
\nof debt securities or surrender any right or power conferred on us with respect
\nto a particular series of debt securities;<\/li>\n - add any additional event of default with respect to the debt securities of a
\nparticular series;<\/li>\n<\/ul>\n9<\/p>\n
\n<\/p>\n\n- pledge property to the trustee as security for the debt securities of a
\nparticular series;<\/li>\n - add guarantees with respect to the debt securities of a particular series;\n<\/li>\n
- evidence the appointment of a trustee other than Wells Fargo Bank, National
\nAssociation, with respect to the debt securities of a particular series in
\naccordance with the provisions of the indenture;<\/li>\n - modify the indenture in order to continue its qualification under the Trust
\nIndenture Act of 1939 or as may be necessary or desirable in accordance with
\namendments of that act;<\/li>\n - issue and establish the form and terms and conditions of other series of
\ndebt securities as provided in the indenture;<\/li>\n - cure any ambiguity, mistake or inconsistency in the indenture or in the debt
\nsecurities of a particular series or make any other provisions with respect to
\nmatters or questions arising under the indenture, as long as the interests of
\nthe holders are not adversely affected in any material respect;<\/li>\n - provide for uncertificated debt securities in addition to or in place of
\ncertificated debt securities; or<\/li>\n - comply with the rules of any applicable securities depositary.<\/li>\n<\/ul>\n
Satisfaction and Discharge <\/strong><\/p>\nThe indenture with respect to the debt securities of a particular series will
\ncease to be of further effect, and we will be deemed to have satisfied and
\ndischarged our obligations with respect to the debt securities of such series,
\nwhen certain specified conditions have been satisfied, including the following:\n<\/p>\n \n- all debt securities of such series not previously delivered to the trustee
\nfor cancellation have become due and payable or will become due and payable at
\ntheir stated maturity or on a redemption date within one year;<\/li>\n - we deposit with the trustee, in trust, funds sufficient to pay the entire
\nindebtedness on the debt securities of such series that had not been previously
\ndelivered for cancellation, for the principal (and premium, if any) and accrued
\nand unpaid interest, if any, in the case of debt securities that have become due
\nand payable, or to the stated maturity or the redemption date, if earlier, in
\nthe case of other debt securities;<\/li>\n - we have paid or caused to be paid all other sums payable under the indenture
\nin respect of the debt securities of such series; and<\/li>\n - we have delivered to the trustee an officers153 certificate and opinion of
\ncounsel, each stating that all these conditions have been complied with.<\/li>\n<\/ul>\nWe will remain obligated to provide for registration of transfer and exchange
\nand to provide notices of redemption.<\/p>\n Defeasance <\/strong><\/p>\nAt our option, we can terminate all of our obligations with respect to
\ncertain covenants under the indenture with respect to debt securities of a
\nparticular series, other than the obligation to pay principal, any premium and
\nany interest on the debt securities of such series and other specified
\nobligations, at any time by:<\/p>\n \n- depositing money or United States government obligations with the trustee in
\nan amount sufficient to pay the principal, any premium and any interest on the
\ndebt securities of such series to their maturity; and<\/li>\n - complying with other specified conditions, including delivery to the trustee
\nof an opinion of counsel to the effect that holders will not recognize income,
\ngain or loss for United States Federal income tax purposes as a result of our
\ndefeasance.<\/li>\n<\/ul>\nIn addition, we can terminate all of our obligations under the indenture with
\nrespect to debt securities of a particular series, including the obligation to
\npay principal, any premium and any interest on the debt securities of such
\nseries, at any time by:<\/p>\n \n- depositing money or United States government obligations with the trustee in
\nan amount sufficient to pay the principal, any premium and any interest on such
\nseries of debt securities to their maturity; and<\/li>\n<\/ul>\n10<\/p>\n
\n<\/p>\n\n- complying with other specified conditions, including delivery to the trustee
\nof an opinion of counsel stating that there has been a ruling by the Internal
\nRevenue Service, or a change in the United States Federal tax law since the date
\nof the applicable indenture, to the effect that holders will not recognize
\nincome, gain or loss for United States Federal income tax purposes as a result
\nof our defeasance.<\/li>\n<\/ul>\nGoverning Law<\/strong><\/p>\nThe indenture and the debt securities will be governed by, and construed in
\naccordance with, the laws of the State of New York.<\/p>\n Concerning the Trustee<\/strong><\/p>\nUnless otherwise specified in the applicable prospectus supplement, the
\ntrustee under the indenture will be Wells Fargo Bank, National Association.
\nAdditionally, unless otherwise specified in the applicable prospectus
\nsupplement, Wells Fargo Bank, National Association, will serve as registrar and
\npaying agent with regard to the debt securities.<\/p>\n PLAN OF DISTRIBUTION<\/strong><\/p>\nGeneral <\/strong><\/p>\nWe may offer and sell debt securities in one or more transactions from time
\nto time to or through underwriters, who may act as principals or agents,
\ndirectly to other purchasers or through agents to other purchasers or through
\nany combination of these methods.<\/p>\n A prospectus supplement relating to a particular offering of debt securities
\nmay include the following information:<\/p>\n \n- the terms of the offering;<\/li>\n
- the names of any underwriters or agents;<\/li>\n
- the purchase price of the debt securities;<\/li>\n
- the net proceeds to us from the sale of the debt securities;<\/li>\n
- any delayed delivery arrangements;<\/li>\n
- any underwriting discounts and other items constituting underwriters153
\ncompensation;<\/li>\n - any initial public offering price; and<\/li>\n
- any discounts or concessions allowed or reallowed or paid to dealers.<\/li>\n<\/ul>\n
The distribution of the debt securities may be effected from time to time in
\none or more transactions at a fixed price or prices, which may be changed, at
\nmarket prices prevailing at the time of sale, at prices related to prevailing
\nmarket prices or at negotiated prices.<\/p>\n Underwriting Compensation<\/strong><\/p>\nWe may offer these securities to the public through underwriting syndicates
\nrepresented by managing underwriters or through underwriters without an
\nunderwriting syndicate. If underwriters are used for the sale of securities, the
\nsecurities will be acquired by the underwriters for their own account. The
\nunderwriters may resell the securities in one or more transactions, including in
\nnegotiated transactions at a fixed public offering price or at varying prices
\ndetermined at the time of sale. In connection with any such underwritten sale of
\nsecurities, underwriters may receive compensation from us or from purchasers for
\nwhom they may act as agents, in the form of discounts, concessions or
\ncommissions. Underwriters may sell securities to or through dealers, and the
\ndealers may receive compensation in the form of discounts, concessions or
\ncommissions from the underwriters and\/or commissions from the purchasers for
\nwhom they may act as agents.<\/p>\n If we use an underwriter or underwriters in the sale of particular
\nsecurities, we will execute an underwriting agreement with those underwriters at
\nthe time of the sale of those securities. The names of the underwriters will be
\nset forth in the prospectus supplement used by the underwriters to sell those
\nsecurities. Unless otherwise indicated<\/p>\n 11<\/p>\n
\n<\/p>\nin the prospectus supplement relating to a particular offering of securities,
\nthe obligations of the underwriters to purchase the securities will be subject
\nto customary conditions precedent and the underwriters will be obligated to
\npurchase all of the securities offered if any of the securities are purchased.\n<\/p>\n Underwriters, dealers and agents that participate in the distribution of
\nsecurities may be deemed to be underwriters under the Securities Act. Any
\ndiscounts or commissions that they receive from us and any profit that they
\nreceive on the resale of securities may be deemed to be underwriting discounts
\nand commissions under the Securities Act. If any entity is deemed an underwriter
\nor any amounts deemed underwriting discounts and commissions, the prospectus
\nsupplement will identify the underwriter or agent and describe the compensation
\nreceived from us.<\/p>\n Indemnification<\/strong><\/p>\nWe may enter agreements under which underwriters and agents who participate
\nin the distribution of securities may be entitled to indemnification by us
\nagainst various liabilities, including liabilities under the Securities Act, and
\nto contribution with respect to payments which the underwriters, dealers or
\nagents may be required to make.<\/p>\n Related Transactions<\/strong><\/p>\nVarious of the underwriters who participate in the distribution of
\nsecurities, and their affiliates, may perform various commercial banking and
\ninvestment banking services for us from time to time in the ordinary course of
\nbusiness.<\/p>\n Delayed Delivery Contracts<\/strong><\/p>\nWe may authorize underwriters or other persons acting as our agents to
\nsolicit offers by institutions to purchase securities from us pursuant to
\ncontracts providing for payment and delivery on a future date. These
\ninstitutions may include commercial and savings banks, insurance companies,
\npension funds, investment companies, educational and charitable institutions and
\nothers, but in all cases we must approve these institutions. The obligations of
\nany purchaser under any of these contracts will be subject to the condition that
\nthe purchase of the securities shall not at the time of delivery be prohibited
\nunder the laws of the jurisdiction to which such purchaser is subject. The
\nunderwriters and other agents will not have any responsibility in respect of the
\nvalidity or performance of these contracts.<\/p>\n Price Stabilization and Short Positions<\/strong><\/p>\nIf underwriters or dealers are used in the sale, until the distribution of
\nthe securities is completed, rules of the SEC may limit the ability of any
\nunderwriters to bid for and purchase the securities. As an exception to these
\nrules, representatives of any underwriters are permitted to engage in
\ntransactions that stabilize the price of the securities. These transactions may
\nconsist of bids or purchases for the purpose of pegging, fixing or maintaining
\nthe price of the securities. If the underwriters create a short position in the
\nsecurities in connection with the offering (that is, if they sell more
\nsecurities than are set forth on the cover page of the prospectus supplement)
\nthe representatives of the underwriters may reduce that short position by
\npurchasing securities in the open market.<\/p>\n We make no representation or prediction as to the direction or magnitude of
\nany effect that the transactions described above may have on the price of the
\nsecurities. In addition, we make no representation that the representatives of
\nany underwriters will engage in these transactions or that these transactions,
\nonce commenced, will not be discontinued without notice.<\/p>\n LEGAL MATTERS <\/strong><\/p>\nThe validity of the securities being offered will be passed upon for us by
\nMorgan, Lewis & Bockius LLP.<\/p>\n EXPERTS<\/strong><\/p>\nErnst & Young LLP, independent registered public accounting firm, has
\naudited our consolidated financial statements and financial statement schedule
\nincluded in our Annual Report on Form 10-K for the year ended June 30, 2011, and
\nthe effectiveness of our internal control over financial reporting as of June
\n30, 2011, as set forth in their reports, which are incorporated by reference in
\nthis prospectus and elsewhere in the registration statement. Our financial
\nstatements and schedule are incorporated by reference in reliance on Ernst &
\nYoung LLP’s reports, given on their authority as experts in accounting and
\nauditing.<\/p>\n 12<\/p>\n
\n<\/p>\nINCORPORATION OF DOCUMENTS BY REFERENCE <\/strong><\/p>\nThe following documents, which we have filed with the SEC (File No. 1-07151)
\nare incorporated by reference into this prospectus:<\/p>\n \n\n\n| <\/td>\n | \n (a)<\/p>\n<\/td>\n | <\/td>\n | \n The Company153s Annual Report on Form 10-K for the fiscal year ended June 30,
\n2011, filed on August 26, 2011;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (b)<\/p>\n<\/td>\n | <\/td>\n | \n The Company153s Quarterly Report on Form 10-Q for the fiscal quarter ended
\nSeptember 30, 2011, filed on November 3, 2011; and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n (c)<\/p>\n<\/td>\n | <\/td>\n | \n The Company153s Current Reports on Form 8-K, filed on July 18, 2011, July 19,
\n2011, July 19, 2011 (as amended on July 20, 2011), July 20, 2011, July 26, 2011,
\nAugust 4, 2011, August 19, 2011, September 16, 2011, and October 6, 2011.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n All documents that we subsequently file pursuant to Section 13(a), 13(c), 14
\nor 15(d) of the Securities Exchange Act of 1934, as amended, other than any
\ninformation we furnish, rather than file, with the SEC pursuant to certain items
\nof Form 8-K, prior to the termination of the applicable offering, shall be
\ndeemed to be incorporated by reference into this prospectus. Any statement
\ncontained in a document incorporated or deemed to be incorporated by reference
\nherein shall be deemed to be modified or superseded for the purposes of this
\nprospectus to the extent that a statement contained herein or in any other
\nsubsequently filed document that also is or is deemed to be incorporated by
\nreference herein modifies or supersedes such statement. Any such statement so
\nmodified or superseded shall not be deemed, except as so modified or superseded,
\nto constitute a part of this prospectus.<\/p>\n We will provide without charge to each person, including any beneficial
\nowner, to whom a copy of this prospectus is delivered, upon the written or oral
\nrequest of such person, a copy of any or all of the documents incorporated by
\nreference in this prospectus but not delivered with this prospectus. Requests
\nshould be made to The Clorox Company, Attention: Secretary, 1221 Broadway,
\nOakland, CA 94612-1888.<\/p>\n WHERE YOU CAN FIND MORE INFORMATION<\/strong><\/p>\nWe file annual, quarterly and current reports and other information with the
\nSEC. You can read and copy these reports and other information, including the
\ndocuments incorporated by reference, at the SEC153s public reference room at 100 F
\nStreet, N.E., Washington, D.C. 20549 (please call 1-800-SEC-0330 for further
\ninformation about the operation of the public reference room). Such documents,
\nreports and other information are also available on the SEC153s website at
\nhttp:\/\/www.sec.gov<\/em>. Our website address is www.clorox.com<\/em>.
\nInformation on our website does not constitute part of this prospectus or any
\naccompanying prospectus supplement.<\/p>\nWe also provide information to the New York Stock Exchange because our common
\nstock is traded on the New York Stock Exchange. You may obtain our reports and
\nother information at the offices of the New York Stock Exchange, Inc., 20 Broad
\nStreet, New York, NY 10005.<\/p>\n 13<\/p>\n
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