MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition at
June 30, 2007 and our results of operations for the three
fiscal years ended June 30, 2007 are based upon our consolidated
financial statements, which have been prepared
in conformity with U.S. generally accepted accounting
principles. The preparation of these financial statements
requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and
expenses reported in those financial statements. These
judgments can be subjective and complex, and consequently
actual results could differ from those estimates.
Our most critical accounting policies relate to revenue
recognition, concentration of credit risk, inventory,
pension and other post-retirement benefit costs, goodwill
and other intangible assets, income taxes, derivatives and
stock-based compensation.
Management of the Company has discussed the selection
of significant accounting policies and the effect of
estimates with the Audit Committee of the Company's
Board of Directors.
REVENUE RECOGNITION
Revenues from merchandise sales are recognized upon
transfer of ownership, including passage of title to the customer
and transfer of the risk of loss related to those
goods. In the Americas region, sales are generally recognized
at the time the product is shipped to the customer
and in the Europe, Middle East & Africa and Asia/Pacific
regions sales are generally recognized based upon the
customer's receipt. In certain circumstances, transfer of
title takes place at the point of sale, for example, at our
retail stores. Sales at our retail stores and online are recognized
in accordance with a 4-4-5 retail calendar.
Revenues are reported on a net sales basis, which is
computed by deducting from gross sales the amount of
actual product returns received, discounts, incentive
arrangements with retailers and an amount established for
anticipated product returns. Our practice is to accept
product returns from retailers only if properly requested,
authorized and approved. In accepting returns, we typically
provide a credit to the retailer against accounts
receivable from that retailer. As a percentage of gross
sales, returns were 4.2%, 5.0% and 4.6% in fiscal 2007,
2006 and 2005, respectively.
Our sales return accrual is a subjective critical estimate
that has a direct impact on reported net sales. This accrual
is calculated based on a history of actual returns, estimated
future returns and information provided by authorized
retailers regarding their inventory levels. Consideration of
these factors results in an accrual for anticipated sales
returns that reflects increases or decreases related to seasonal
fluctuations. Experience has shown a relationship
between retailer inventory levels and sales returns in the
subsequent period, as well as a consistent pattern of
returns due to the seasonal nature of our business. In
addition, as necessary, specific accruals may be
established for significant future known or anticipated
events. The types of known or anticipated events that we
have considered, and will continue to consider, include,
but are not limited to, the financial condition of our
customers, store closings by retailers, changes in the retail
environment and our decision to continue or support new
and existing products.
CONCENTRATION OF CREDIT RISK
An entity is vulnerable to concentration of credit risk if it
is exposed to risks of loss greater than it would have if
it mitigated its risks through diversification of customers.
The significance of such credit risk depends on the extent
and nature of the concentration.
During fiscal 2006, Federated Department Stores, Inc.
acquired The May Department Stores Company, resulting
in the merger of our previous two largest customers
(collectively "Macy's, Inc."). This customer sells products
primarily within North America and accounted for $958.8
million, or 14%, and $1,005.8 million, or 16%, of our
consolidated net sales in fiscal 2007 and 2006, respectively.
This customer accounted for $105.3 million, or
12%, and $105.4 million, or 14%, of our accounts receivable
at June 30, 2007 and 2006, respectively. Although
management believes that this customer and our other
major customers are sound and creditworthy, a severe
adverse impact on their business operations could have a
corresponding material adverse effect on our net sales,
cash flows and/or financial condition.
In the ordinary course of business, we have established
an allowance for doubtful accounts and customer deductions
in the amount of $23.3 million and $27.1 million as
of June 30, 2007 and 2006, respectively. Our allowance
for doubtful accounts is a subjective critical estimate that
has a direct impact on reported net earnings. The allowance
for doubtful accounts was reduced by $18.2 million,
$12.0 million and $12.6 million for customer deductions
and write-offs in fiscal 2007, 2006 and 2005, respectively,
and increased by $14.4 million, $10.2 million and $11.4
million for additional provisions in fiscal 2007, 2006 and
2005, respectively. This reserve is based upon the evaluation
of accounts receivable aging, specific exposures and
historical trends.
INVENTORY
We state our inventory at the lower of cost or fair market
value, with cost being determined on the first-in, first-out
(FIFO) method. We believe FIFO most closely matches
the flow of our products from manufacture through sale.
The reported net value of our inventory includes saleable
products, promotional products, raw materials and componentry
and work in process that will be sold or used in
future periods. Inventory cost includes raw materials,
direct labor and overhead.
We also record an inventory obsolescence reserve,
which represents the difference between the cost of the
inventory and its estimated realizable value, based on
various product sales projections. This reserve is calculated
using an estimated obsolescence percentage applied
to the inventory based on age, historical trends and
requirements to support forecasted sales. In addition,
and as necessary, we may establish specific reserves for
future known or anticipated events.
PENSION AND OTHER POST-RETIREMENT
BENEFIT COSTS
We offer the following benefits to some or all of our
employees: a domestic trust-based noncontributory
qualified defined benefit pension plan ("U.S. Qualified
Plan") and an unfunded, non-qualified domestic noncontributory
pension plan to provide benefits in excess of
statutory limitations (collectively with the U.S. Qualified
Plan, the "Domestic Plans"); a domestic contributory
defined contribution plan; international pension plans,
which vary by country, consisting of both defined benefit
and defined contribution pension plans; deferred
compensation arrangements; and certain other postretirement
benefit plans.
The amounts needed to fund future payouts under
these plans are subject to numerous assumptions and
variables. Certain significant variables require us to make
assumptions that are within our control such as an anticipated
discount rate, expected rate of return on plan assets
and future compensation levels. We evaluate these
assumptions with our actuarial advisors and we believe
they are within accepted industry ranges, although an
increase or decrease in the assumptions or economic
events outside our control could have a direct impact on
reported net earnings.
The pre-retirement discount rate for each plan used for
determining future net periodic benefit cost is based on a
review of highly rated long-term bonds. For fiscal 2007,
we used a pre-retirement discount rate for our Domestic
Plans of 6.25% and varying rates on our international
plans of between 2.25% and 6.25%. The pre-retirement
rate for our Domestic Plans is based on a bond portfolio
that includes only long-term bonds with an Aa rating, or
equivalent, from a major rating agency. We believe the
timing and amount of cash flows related to the bonds
included in this portfolio is expected to match the estimated
defined benefit payment streams of our Domestic
Plans. For fiscal 2007, we used an expected return on plan
assets of 7.75% for our U.S. Qualified Plan and varying
rates of between 2.75% and 7.25% for our international
plans. In determining the long-term rate of return for a
plan, we consider the historical rates of return, the nature
of the plan's investments and an expectation for the plan's
investment strategies. The U.S. Qualified Plan asset allocation
as of June 30, 2007 was approximately 49% equity
investments, 31% fixed income investments and 20%
other investments. The asset allocation of our combined
international plans as of June 30, 2007 was approximately
55% equity investments, 29% fixed income investments
and 16% other investments. The difference between
actual and expected returns on plan assets is accumulated
and amortized over future periods and, therefore, affects
our recorded obligations and recognized expenses in
such future periods. For fiscal 2007, our pension plans had
actual returns on assets of $80.1 million as compared with
expected returns on assets of $42.5 million, which resulted
in a net deferred gain of $37.6 million.
A 25 basis-point change in the discount rate or the
expected rate of return on plan assets would have had the
following effect on fiscal 2007 pension expense:
Our post-retirement plans are comprised of health care
plans that could be impacted by health care cost trend
rates, which may have a significant effect on the amounts
reported. A one-percentage-point change in assumed
health care cost trend rates for fiscal 2007 would have
had the following effects:
For fiscal 2008, we are using a pre-retirement discount
rate for the Domestic Plans of 6.25% and varying rates for
our international plans of between 2.25% and 6.25%. We
are using an expected return on plan assets of 7.75% for
the U.S. Qualified Plan and varying rates for our international
pension plans of between 3.00% and 6.75%. The
net change in these assumptions from those used in fiscal
2007 will result in a decrease in pension expense of
approximately $2.0 million in fiscal 2008. We will continue
to monitor the market conditions relative to these assumptions
and adjust them accordingly.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is calculated as the excess of the cost of
purchased businesses over the fair value of their underlying
net assets. Other intangible assets principally consist
of purchased royalty rights and trademarks. Goodwill and
other intangible assets that have an indefinite life are
not amortized.
On an annual basis, or more frequently if certain events
or circumstances warrant, we test goodwill and other
indefinite-lived intangible assets for impairment. To determine
the fair value of these intangible assets, there are
many assumptions and estimates used that directly impact
the results of the testing. We have the ability to influence
the outcome and ultimate results based on the assumptions
and estimates we choose. To mitigate undue
influence, we use industry accepted valuation models and
set criteria that are reviewed and approved by various
levels of management and, in certain instances, we
engage third-party valuation specialists to advise us.
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