MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Pension Plan Funding and Expense
We maintain pension plans covering substantially all
of our full-time employees for our U.S. operations and
a majority of our international operations. Several
plans provide pension benefits based primarily on
years of service and employees' earnings. In the United
States, we maintain a trust-based, noncontributory qualified defined benefit pension plan ("U.S. Qualified Plan").
Additionally, we have an unfunded, non-qualified domestic
noncontributory pension plan to provide benefits in
excess of statutory limitations. Our international pension
plans are comprised of defined benefit and defined
contribution plans.
Several factors influence our annual funding requirements.
For the U.S. Qualified Plan, our funding policy
consists of annual contributions at a rate that provides for
future plan benefits and maintains appropriate funded
percentages. Such contribution is not less than the minimum
required by the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and subsequent
pension legislation, and is not more than the maximum
amount deductible for income tax purposes. For each
international plan, our funding policies are determined by
local laws and regulations. In addition, amounts necessary
to fund future obligations under these plans could vary
depending on estimated assumptions (as detailed in
"Critical Accounting Polices and Estimates"). The effect of
our pension plan funding on future operating results will
depend on economic conditions, employee demographics, mortality rates, the number of participants
electing to take lump-sum distributions, investment
performance and funding decisions.
For fiscal 2007 and 2006, there was no minimum
contribution to the U.S. Qualified Plan required by ERISA.
During the first quarter of fiscal 2007, the Pension
Protection Act of 2006 was adopted into law in the
United States. Certain provisions of this law changed the
calculation related to the maximum contribution amount
deductible for income tax purposes. As a result of these
provisions, we made discretionary contributions totaling
$20.0 million to the U.S. Qualified Plan during fiscal 2007.
We did not make any cash contributions pursuant to the
plan during fiscal 2006. During fiscal 2008, we expect to
make cash contributions totaling $20.0 million to the U.S.
Qualified Plan.
For fiscal 2007 and 2006, we made benefit payments
under our non-qualified domestic noncontributory
pension plan of $5.3 million and $7.4 million, respectively.
We expect to make benefit payments under this plan during
fiscal 2008 of $11.7 million. For fiscal 2007 and 2006,
we made cash contributions to our international defined
benefit pension plans of $24.0 million and $25.7 million,
respectively. We expect to make contributions under
these plans during fiscal 2008 of $21.0 million.
In September 2006, the Financial Accounting Standards
Board ("FASB") issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statements
No. 87, 106, and 132(R)" ("SFAS No. 158"). SFAS No. 158
requires employers to recognize a net liability or asset and
an offsetting adjustment to accumulated other comprehensive
income to report the funded status of defined
benefit pension and other postretirement benefit plans.
Previous standards required employers to disclose the
complete funded status of its plans only in the notes to
the financial statements. Changes in the funded status of
these plans will be recognized as they occur through
other comprehensive income. Additional minimum
liability adjustments are no longer recognized upon adoption
of SFAS No. 158. As of June 30, 2007, we prospectively
adopted the balance sheet recognition provisions of
SFAS No. 158. Additionally, SFAS No. 158 requires
employers to measure plan assets and obligations at their
year-end balance sheet date. Our principal pension and
post-retirement benefit plans are measured as of June 30;
therefore, the measurement provisions of SFAS No. 158
did not affect our existing valuation practices. The adoption
of SFAS No. 158 did not impact the consolidated
statements of earnings or our financial debt covenant. As
of June 30, 2007, we recognized other assets of $128.0
million, other accrued liabilities of $19.0 million and other
noncurrent liabilities of $237.3 million on our consolidated
balance sheet representing the funded status of our pension
and post-retirement plans.
Prior to the adoption of SFAS No. 158, we recognized
a liability on our balance sheet for each pension plan if the
fair market value of the assets of that plan was less than
the accumulated benefit obligation and, accordingly, a
benefit or a charge was recorded in accumulated other
comprehensive income in shareholders' equity for the
change in such liability. During fiscal 2006, we recorded a
benefit, net of deferred tax, of $29.9 million.
Commitments and Contingencies
Certain of our business acquisition agreements include
"earn-out" provisions. These provisions generally require
that we pay to the seller or sellers of the business additional
amounts based on the performance of the acquired
business. Since the size of each payment depends upon
performance of the acquired business, we do not expect
that such payments will have a material adverse impact on
our future results of operations or financial condition.
For additional contingencies, refer to "Legal Proceedings"
in Note 14 of Notes to Consolidated Financial Statements.
Contractual Obligations
The following table summarizes scheduled maturities of our contractual obligations for which cash flows are fixed and
determinable as of June 30, 2007:
Derivative Financial Instruments and
Hedging Activities
We address certain financial exposures through a controlled
program of risk management that includes the use
of derivative financial instruments. We primarily enter into
foreign currency forward exchange contracts and foreign
currency options to reduce the effects of fluctuating foreign
currency exchange rates. We also enter into interest
rate derivative contracts to manage the effects of fluctuating
interest rates. We categorize these instruments as
entered into for purposes other than trading.
For each derivative contract entered into where we
look to obtain special hedge accounting treatment,
we formally document the relationship between the
hedging instrument and hedged item, as well as its riskmanagement
objective and strategy for undertaking the
hedge, the nature of the risk being hedged, how
the hedging instruments' effectiveness in offsetting the
hedged risk will be assessed prospectively and retrospectively,
and a description of the method of measuring
ineffectiveness. This process includes linking all derivatives
that are designated as fair-value, cash-flow, or foreigncurrency
hedges to specific assets and liabilities on the
balance sheet or to specific firm commitments or forecasted
transactions. We also formally assess, both at the
hedge's inception and on an ongoing basis, whether
the derivatives that are used in hedging transactions are
highly effective in offsetting changes in fair values or cash
flows of hedged items. If it is determined that a derivative
is not highly effective, then we will be required to
discontinue hedge accounting with respect to that
derivative prospectively.
Foreign Exchange Risk Management
We enter into forward exchange contracts to hedge anticipated
transactions, as well as receivables and payables
denominated in foreign currencies, for periods consistent
with our identified exposures. The purpose of the hedging
activities is to minimize the effect of foreign exchange rate
movements on our costs and on the cash flows that we
receive from foreign subsidiaries. Almost all foreign currency
contracts are denominated in currencies of major
industrial countries and are with large financial institutions
rated as strong investment grade by a major rating agency.
We also may enter into foreign currency options to hedge
anticipated transactions where there is a high probability
that anticipated exposures will materialize. The forward
exchange contracts and foreign currency options entered
into to hedge anticipated transactions have been designated
as cash-flow hedges. Hedge effectiveness of forward
exchange contracts is based on a hypothetical
derivative methodology and excludes the portion of fair
value attributable to the spot-forward difference which is
recorded in current-period earnings. Hedge effectiveness
of foreign currency option contracts is based on a dollar
offset methodology. The ineffective portion of both forward
exchange and foreign currency option contracts is
recorded in current-period earnings. For hedge contracts
that are no longer deemed highly effective, hedge
accounting is discontinued and gains and losses accumulated
in other comprehensive income are reclassified to
earnings when the underlying forecasted transaction
occurs. If it is probable that the forecasted transaction will
no longer occur, then any gains or losses accumulated in
other comprehensive income are reclassified to currentperiod
earnings. As of June 30, 2007, these cash-flow
hedges were highly effective, in all material respects.
As a matter of policy, we only enter into contracts with
counterparties that have at least an "A" (or equivalent)
credit rating. The counterparties to these contracts are
major financial institutions. We do not have significant
exposure to any one counterparty. Our exposure to credit
loss in the event of nonperformance by any of the
counterparties is limited to only the recognized, but not
realized, gains attributable to the contracts. Management
believes risk of default under these hedging contracts
is remote and in any event would not be material to
the consolidated financial results. The contracts have
varying maturities through the end of June 2008. Costs
associated with entering into such contracts have not
been material to our consolidated financial results. We do
not utilize derivative financial instruments for trading or
speculative purposes.
At June 30, 2007, we had foreign currency contracts in
the form of forward exchange contracts in the amount of
$862.0 million. The foreign currencies included in forward
exchange contracts (notional value stated in U.S. dollars)
are principally the British pound ($148.1 million), Canadian
dollar ($140.3 million), Euro ($124.1 million), Swiss franc
($113.1 million), Australian dollar ($79.3 million), Japanese
yen ($42.6 million) and South Korean won ($33.6 million).
As of June 30, 2007, all of our previously outstanding
option contracts have matured.
Interest Rate Risk Management
We enter into interest rate derivative contracts to manage
the exposure to fluctuations of interest rates on our
funded and unfunded indebtedness for periods consistent
with the identified exposures. All interest rate derivative
contracts are with large financial institutions rated as
strong investment grade by a major rating agency.
In April 2007, we terminated an interest rate swap
agreement with a notional amount of $250.0 million to
effectively convert fixed rate interest on the 2012 Senior
Notes to variable interest rates based on six-month LIBOR.
This instrument, which was designated as a fair-value
hedge and classified as a liability, had a termination fair
value of $11.1 million at cash settlement, which included
$0.9 million of accrued interest payable to the counterparty.
Hedge accounting treatment was discontinued
prospectively and the offsetting adjustment to the carrying
amount of the related debt will be amortized to interest
expense over the remaining life of the debt.
In April 2007, in connection with the anticipated issuance
of debt, we entered into a series of forward-starting
interest rate swap agreements on a notional amount totaling
$210.0 million at a weighted average all-in rate of
5.45%. These forward-starting swap agreements, designated
as cash-flow hedges, were used to hedge the
exposure to a possible rise in interest rates prior to the
May 2007 issuance of debt. The agreements were settled
upon the issuance of the 2037 Senior Notes and we recognized
a loss in other comprehensive income of $0.9
million that will be amortized to interest expense over the
30-year life of the 2037 Senior Notes.
In April 2007, we entered into interest rate swap agreements
with a notional amount totaling $250.0 million to
effectively convert the fixed rate interest on our 2017
Senior Notes to variable interest rates based on six-month
LIBOR. The interest rate swaps were designated as fairvalue
hedges. As of June 30, 2007, these fair-value hedges
were highly effective, in all material respects.
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