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DISCONTINUED OPERATIONS
3 Months Ended
Sep. 30, 2014
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

NOTE 2. DISCONTINUED OPERATIONS

 

On September 22, 2014, Clorox Venezuela announced that it was discontinuing its operations, effective immediately, and seeking to sell its assets. Since fiscal year 2012, Clorox Venezuela was required to sell more than two thirds of its products at prices frozen by the Venezuelan government. During this same period, Clorox Venezuela experienced successive years of hyperinflation resulting in significant sustained increases in its input costs, including packaging, raw materials, transportation and wages. As a result, Clorox Venezuela had been selling its products at a loss, resulting in ongoing operating losses. Clorox Venezuela repeatedly met with government authorities in an effort to help them understand the rapidly declining state of the business, including the need for immediate, significant and ongoing price increases and other critical remedial actions to address these adverse impacts. Based on the Venezuelan government's representations, Clorox Venezuela had expected significant price increases would be forthcoming much earlier; however, the price increases subsequently approved were insufficient and would have caused Clorox Venezuela to continue operating at a significant loss into the foreseeable future. As such, Clorox Venezuela was no longer financially viable and was forced to discontinue its operations.

 

On September 26, 2014, the Company reported that Venezuelan Vice President Jorge Arreaza announced, with endorsement by President Nicolás Maduro, that the Venezuelan government had occupied the Santa Lucía and Guacara production facilities of Clorox Venezuela. Clorox Venezuela and its parent, Clorox Spain S.L., reserved their rights under all applicable laws and treaties.

 

With this exit, the historical and future financial results of Clorox Venezuela are and will be reflected as discontinued operations in the Company's consolidated financial statements. The results of Clorox Venezuela have historically been part of the International reportable segment. The following table provides summary net sales for Clorox Venezuela and a breakdown of losses from discontinued operations for the periods indicated:

 

      Three Months Ended
      9/30/2014   9/30/2013
Net sales for Clorox Venezuela     $ 11     $ 23  
                   
Operating losses from Clorox Venezuela       (6 )     (5 )
Exit and other costs related to Clorox Venezuela       (73 )     -  
Losses from other discontinued operations       -       (1 )
Losses from discontinued operations before income taxes       (79 )     (6 )
Income tax benefit       24       3  
Losses from discontinued operations, net of tax     $ (55 )   $ (3 )

Summary of Operating Losses, Asset Charges and Other Costs

The following provides a breakdown of amounts included in losses from discontinued operations for the period indicated:             

                                                                     

    Three Months Ended
    9/30/2014
Operating losses from Clorox Venezuela   $ (6 )
         
Asset charges:        
Inventories, net     (11 )
Property, plant and equipment, net     (16 )
Trademark and other intangible assets     (6 )
Other assets     (4 )
 Other exit and business termination costs:        
Severance     (3 )
Recognition of deferred foreign currency translation loss     (30 )
Other     (3 )
Losses from discontinued operations before income taxes   $ (79 )
Income tax benefit     24  
Losses from discontinued operations, net of tax   $ (55 )

 

Clorox Venezuela successfully undertook an effort to collect nearly all remaining trade receivable balances. Inventory, fixed assets, intangible assets and other assets, including value-added tax receivables, were written down in accordance with the Company's assessment of their net realizable value reflecting the considerable uncertainty caused by the Venezuelan government's occupation of production facilities.

 

Prior to Clorox Venezuela being consolidated under the rules governing the preparation of financial statements in a highly inflationary economy, cumulative translation gains (losses) were included as a component of accumulated other comprehensive net loss. The charge of $30 to discontinued operations for the three months ended September 30, 2014, represents the recognition of these losses as a result of Clorox Venezuela discontinuing its operations effective September 22, 2014.

 

Goodwill related to Clorox Venezuela was previously aggregated and assessed for impairment at the Latin America reporting unit level, which is a component of the Company's International segment. Based on the results of the annual impairment test performed in the fourth quarter of fiscal year 2014, the fair value of the Latin America reporting unit exceeded its recorded value by more than 40%. After Clorox Venezuela discontinued its operations, the Company reviewed the relative fair value of its components of the Latin America reporting unit and concluded no goodwill should be allocated to the Clorox Venezuela component. The Company also determined that there were no indicators of impairment within the remaining Latin America reporting unit.

 

Major Classes of Remaining Assets and Liabilities 

 

The following is a summary of the remaining assets and liabilities of Clorox Venezuela as of:

      9/30/2014   6/30/2014
Cash and cash equivalents     $ -     $ 5  
Receivables, net       -       21  
Inventories, net       -       11  
Other current assets       1       2  
Property, plant and equipment, net       -       16  
Trademarks and other intangible assets, net       -       6  
Other assets       -       9  
Accounts payable and accrued liabilities       (3)       (11)  
Net (liability) asset position     $ (2)     $ 59  

 

Financial Reporting: Hyperinflation and the Selection of Exchange Rates

 

Due to a sustained inflationary environment, the financial statements of Clorox Venezuela are consolidated under the rules governing the preparation of financial statements in a highly inflationary economy. As such, Clorox Venezuela's non-U.S. dollar (non-USD) monetary assets and liabilities are remeasured into U.S. dollars (USD) each reporting period with the resulting gains and losses now reflected in discontinued operations.

 

For the three months ended September 30, 2013, the Company recorded the results of its business operations and remeasured the non-USD denominated monetary assets and liabilities of Clorox Venezuela using the CENCOEX (previously referred to as CADIVI) rate of 6.3 bolivares fuertes (VEF) per USD . Beginning March 1, 2014, the Company utilized the SICAD I rate for financial reporting. At September 30, 2014 the Company used the SICAD II rate for financial reporting.

 

In connection with Clorox Venezuela's announced exit from the country, Clorox Venezuela's parent, Clorox Spain S.L., infused cash through SICAD II to settle obligations, including those resulting from the decision to exit. As a result, the Company now believes the SICAD II rate is the most appropriate rate for financial reporting purposes and as such, is utilizing this rate, which was 49.7 VEF per USD as of September 30, 2014.