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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements
include the accounts of The Estée Lauder Companies Inc.
and its subsidiaries (collectively, the "Company") as
continuing operations, with the exception of the operating
results of its reporting unit that marketed and sold
Stila brand products, which have been reflected as discontinued
operations for fiscal 2007, 2006 and 2005
(see Note 4). All significant intercompany balances and
transactions have been eliminated.
Certain amounts in the consolidated financial statements
of prior years have been reclassified to conform to
current year presentation for comparative purposes.
Net Earnings Per Common Share
For the years ended June 30, 2007, 2006 and 2005, net
earnings per common share ("basic EPS") is computed by
dividing net earnings by the weighted average number of
common shares outstanding and contingently issuable
shares (which satisfy certain conditions). Net earnings per
common share assuming dilution ("diluted EPS") is
computed by reflecting potential dilution from stockbased
awards and contingently issuable shares.
A reconciliation between the numerators and denominators
of the basic and diluted EPS computations is
as follows:
As of June 30, 2007, 2006 and 2005, outstanding options
to purchase 6.0 million, 13.6 million and 12.5 million
shares, respectively, of Class A Common Stock were not
included in the computation of diluted EPS because their
inclusion would be anti-dilutive. As of June 30, 2007 and
2006, 0.2 million and 0.1 million, respectively, of performance
share units have been excluded from the calculation
of diluted EPS because the number of shares
ultimately issued is contingent on the achievement of
certain performance targets of the Company, as discussed
in Note 13-Stock Programs.
Cash and Cash Equivalents
Cash and cash equivalents include $51.3 million and
$66.2 million of short-term time deposits at June 30, 2007
and 2006, respectively. The Company considers all highly
liquid investments with original maturities of three months
or less to be cash equivalents.
Accounts Receivable
Accounts receivable is stated net of the allowance for
doubtful accounts and customer deductions of $23.3
million and $27.1 million as of June 30, 2007 and 2006,
respectively.
Currency Translation and Transactions
All assets and liabilities of foreign subsidiaries and affiliates
are translated at year-end rates of exchange, while revenue
and expenses are translated at weighted average rates
of exchange for the year. Unrealized translation gains or
losses are reported as cumulative translation adjustments
through other comprehensive income. Such adjustments
amounted to $53.1 million, $27.0 million and $8.2 million
of unrealized translation gains in fiscal 2007, 2006 and
2005, respectively.
The Company enters into foreign currency forward
exchange contracts and foreign currency options to hedge
foreign currency transactions for periods consistent with
its identified exposures. Accordingly, the Company categorizes
these instruments as entered into for purposes
other than trading.
The accompanying consolidated statements of earnings
include net exchange gains (losses) of $(0.6) million,
$4.0 million and $(15.8) million in fiscal 2007, 2006 and
2005, respectively.
Inventory and Promotional Merchandise
Inventory and promotional merchandise only includes
inventory considered saleable or usable in future periods,
and is stated at the lower of cost or fair-market value, with
cost being determined on the first-in, first-out method.
Cost components include raw materials, componentry,
direct labor and overhead (e.g., indirect labor, utilities,
depreciation, purchasing, receiving, inspection and
warehousing) as well as inbound freight. Promotional
merchandise is charged to expense at the time the merchandise
is shipped to the Company's customers. Included
in inventory and promotional merchandise is 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, specific reserves for
future known or anticipated events may be established.
Property, Plant and Equipment
Property, plant and equipment, including leasehold and
other improvements that extend an asset's useful life or
productive capabilities, are carried at cost less accumulated
depreciation and amortization. The cost of assets
related to projects in progress of $72.1 million and $91.9
million as of June 30, 2007 and June 30, 2006, respectively,
is included in their respective asset categories in the
table below. For financial statement purposes, depreciation
is provided principally on the straight-line method
over the estimated useful lives of the assets ranging from
3 to 40 years. Leasehold improvements are amortized on
a straight-line basis over the shorter of the lives of the
respective leases or the expected useful lives of those
improvements.
Depreciation and amortization of property, plant and
equipment was $198.1 million, $189.9 million and $186.3
million in fiscal 2007, 2006 and 2005, respectively.
Depreciation and amortization related to the Company's
manufacturing process is included in cost of sales and all
other depreciation and amortization is included in selling,
general and administrative expenses in the accompanying
consolidated statements of earnings.
Goodwill and Other Intangible Assets
The Company follows the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations" ("SFAS No. 141") and SFAS
No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142"). These statements establish financial
accounting and reporting standards for acquired goodwill
and other intangible assets. Specifically, the standards
address how acquired intangible assets should be
accounted for both at the time of acquisition and after
they have been recognized in the financial statements. In
accordance with SFAS No. 142, intangible assets, including
purchased goodwill, must be evaluated for impairment.
Those intangible assets that will continue to be
classified as goodwill or as other intangibles with indefinite lives are no longer amortized.
In accordance with SFAS No. 142, the impairment testing
is performed in two steps: (i) the Company determines
impairment by comparing the fair value of a reporting unit
with its carrying value, and (ii) if there is an impairment,
the Company measures the amount of impairment loss by
comparing the implied fair value of goodwill with the carrying
amount of that goodwill. To determine fair value, the
Company relies on three valuation models: guideline public
companies, acquisition analysis and discounted cash
flow. For goodwill valuation purposes only, the revised fair
value of a reporting unit is allocated to the assets and
liabilities of the business unit to arrive at an implied fair
value of goodwill, based upon known facts and circumstances,
as if the acquisition occurred at that time.
During fiscal 2007, the Company purchased the
remaining minority equity interest in the Bumble and
bumble business, recorded additional goodwill related to
payments made in prior years in connection with the
acquisition of the Bobbi Brown brand (see Note 3-Staff
Accounting Bulletin No. 108), and acquired businesses
engaged in the wholesale distribution and retail sale of
the Company's products in the United States and other
countries. The combined results of these activities
increased goodwill by $20.4 million and other intangible
assets by $47.0 million. Also during fiscal 2007, as a
result of the Company's annual impairment testing, the
Company determined that the carrying values of its goodwill
and intangible assets related to the Darphin and
Rodan + Fields brands exceeded their respective fair values.
As such, the Company reduced its goodwill by $7.3 million
and other intangible assets by $4.3 million, which are
reported in selling, general and administrative expenses in
the accompanying consolidated statements of earnings.
During fiscal 2006, the Company sold certain assets
and operations of its reporting unit that marketed and
sold Stila brand products. In conjunction with the sale, the
Company reduced its goodwill by $91.3 million, which is
reported as a component of discontinued operations in
the accompanying consolidated statements of earnings.
Goodwill
The Company assigns goodwill of a reporting unit to the product category in which that reporting unit predominantly
operates at the time of its acquisition. The change in the carrying amount of goodwill, including the effect of foreign
exchange rates is as follows:
Other Intangible Assets
Other intangible assets include trademarks and patents,
as well as license agreements and other intangible assets
resulting from or related to businesses purchased by the
Company. Indefinite lived assets (e.g., trademarks) are not
subject to amortization and are evaluated annually for
impairment or more frequently if certain events or circumstances
indicate a potential impairment. Indefinite lived
assets of $70.5 million and $30.3 million at June 30, 2007
and 2006, respectively, are classified as "Trademarks and
other" in the table below. Patents are amortized on a
straight-line basis over the shorter of the legal term or the
useful life of the patent, approximately 20 years. Other
intangible assets (e.g., non-compete agreements, customer
lists) are amortized on a straight-line basis over
their expected period of benefit, approximately 2 years to
10 years. Intangible assets related to license agreements
are amortized on a straight-line basis over their useful lives
based on the term of the respective agreement, currently
approximately 10 years to 16 years, and are subject to
impairment testing if certain events or circumstances indicate
a potential impairment.
Other intangible assets consist of the following:
The aggregate amortization expense related to amortizable intangible assets for the years ended June 30, 2007, 2006 and
2005 was $6.3 million, $5.5 million and $4.6 million, respectively. The estimated aggregate amortization expense for each
of the next five fiscal years is as follows:
Long-Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets in
question may not be recoverable. An impairment would be recorded in circumstances where undiscounted cash flows
expected to be generated by an asset are less than the carrying value of that asset.
Accumulated Other Comprehensive Income
The components of accumulated other comprehensive income ("OCI") included in the accompanying consolidated
balance sheets consist of the following:
Of the $8.2 million, net of tax, derivative instrument gain
recorded in OCI at June 30, 2007, $9.0 million, net of tax,
related to the October 2003 gain from the settlement of the
treasury lock agreements upon the issuance of the Company's
5.75% Senior Notes due October 2033, which will
be reclassified to earnings as an offset to interest expense
over the life of the debt. Partially offsetting this gain was
$0.6 million, net of tax, related to a loss from the settlement
of a series of forward-starting interest rate swap
agreements upon the issuance of the Company's 6.00%
Senior Notes due May 2037, which will be reclassified to
earnings as an addition to interest expense over the life of
the debt. Also partially offsetting the net derivative instrument
gain recorded in OCI was $0.2 million in losses, net
of tax, related to forward contracts which the Company
will reclassify to earnings during the next twelve months.
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 the
Company's retail stores. Sales at the Company's 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. The Company's practice is to
accept product returns from retailers only if properly
requested, authorized and approved. In accepting returns,
the Company typically provides 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.
Payments to Customers
The Company is subject to the provisions of Emerging
Issues Task Force ("EITF") Issue No. 01-9, "Accounting for
Consideration Given by a Vendor to a Customer (Including
a Reseller of the Vendor's Products)." In accordance
with this guidance, the Company has recorded the revenues
generated from purchase with purchase promotions
as sales and the costs of its purchase with purchase and
gift with purchase promotions as cost of sales. Certain
other incentive arrangements require the payment
of a fee to customers based on their attainment of
pre-established sales levels. These fees have been
recorded as a reduction of net sales in the accompanying
consolidated statements of earnings and were not material
to the results of operations in any period presented.
The Company enters into transactions related to advertising,
product promotions and demonstrations, some of
which involve cooperative relationships with customers.
These activities may be arranged either with unrelated
third parties or in conjunction with the customer. The
Company's share of the cost of these transactions (regardless
of to whom they were paid) are reflected in selling,
general and administrative expenses in the accompanying
consolidated statements of earnings and were approximately
$978 million, $912 million and $898 million in
fiscal 2007, 2006 and 2005, respectively.
Advertising and Promotion
Costs associated with advertising are expensed during the
year as incurred. Global net advertising and promotion
expenses, which primarily consist of television, radio, print
media, product development and promotional expenses,
such as products used as sales incentives, were $1,916.3
million, $1,793.1 million and $1,793.7 million in fiscal
2007, 2006 and 2005, respectively. These amounts
include activities relating to purchase with purchase and
gift with purchase promotions that are reflected in net
sales and cost of sales.
Advertising, merchandising and sampling expenses
included in operating expenses were $1,715.3 million,
$1,586.3 million and $1,577.1 million in fiscal 2007, 2006
and 2005, respectively.
Research and Development
Research and development costs are included in advertising,
merchandising and sampling and amounted to $74.4
million, $72.0 million and $72.3 million in fiscal 2007,
2006 and 2005, respectively. Research and development
costs are expensed as incurred.
Operating Leases
The Company recognizes rent expense from operating
leases with periods of free and scheduled rent increases
on a straight-line basis over the applicable lease term. The
Com pany considers lease renewals in the useful life of its
leasehold improvements when such renewals are reasonably
assured. From time to time, the Company may
receive capital improvement funding from its lessors.
These amounts are recorded as deferred liabilities and
amortized over the remaining lease term as a reduction of
rent expense.
License Arrangements
The Company's license agreements provide the Company
with worldwide rights to manufacture, market and sell
beauty and beauty-related products (or particular categories
thereof) using the licensors' trademarks. The licenses
typically have an initial term of approximately 3 years to
11 years, and are renewable subject to the Company's
compliance with the license agreement provisions. The
remaining terms, including the potential renewal
periods, range from approximately 1 year to 23 years.
Under each license, the Company is required to pay
royalties to the licensor, at least annually, based on net
sales to third parties.
Most of the Company's licenses were entered into to
create new business. In some cases, the Company
acquired, or entered into, a license where the licensor or
another licensee was operating a pre-existing beauty
products business. In those cases, intangible assets are
capitalized and amortized over their useful lives based on
the terms of the agreement and are subject to impairment
testing if certain events or circumstances indicate a potential
impairment.
Stock-Based Compensation
As of June 30, 2007, the Company had established a number
of share incentive programs as discussed in more
detail in Note 13-Stock Programs. Prior to fiscal 2006, the
Company applied the intrinsic value method as outlined
in Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB No. 25"), and
related interpretations in accounting for stock options and
share units granted under these programs. Under the
intrinsic value method, no compensation expense was
recognized if the exercise price of the Company's
employee stock options equaled the market price of the
underlying stock on the date of the grant. Accordingly, no
compensation cost was recognized in the accompanying
consolidated statements of earnings prior to fiscal year
2006 on stock options granted to employees, since all
options granted under the Company's share incentive
programs had an exercise price equal to the market value
of the underlying common stock on the date of grant.
Effective July 1, 2005, the Company adopted SFAS
No. 123(R), "Share-Based Payment" ("SFAS No. 123(R)").
This statement replaced SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123") and superseded
APB No. 25. SFAS No. 123(R) requires that all
stock-based compensation be recognized as an expense
in the financial statements and that such cost be measured
at the fair value of the award. This statement was adopted
using the modified prospective method of application,
which requires the Company to recognize compensation
expense on a prospective basis. Therefore, prior years'
financial statements have not been restated. Under this
method, in addition to reflecting compensation expense
for new share-based awards, expense is also recognized
to reflect the remaining service period of awards that had
been included in pro-forma disclosures in prior years.
SFAS No. 123(R) also requires that excess tax benefits
related to stock option exercises be reflected as financing
cash inflows instead of operating cash inflows.
Concentration of Credit Risk
The Company is a worldwide manufacturer, marketer and
distributor of skin care, makeup, fragrance and hair care
products. Domestic and international sales are made primarily
to department stores, perfumeries and specialty
retailers. The Company grants credit to all qualified customers
and does not believe it is exposed significantly to
any undue concentration of credit risk.
During fiscal 2006, Federated Department Stores, Inc.
acquired The May Department Stores Company, resulting
in the merger of the Company's 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 the Company's 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 the
Company's accounts receivable at June 30, 2007 and
2006, respectively. No single customer accounted for
more than 10% of the Company's net sales or accounts
receivable during fiscal 2005.
Management Estimates
The preparation of financial statements and related disclosures
in conformity with U.S. generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses reported in those
financial statements. Actual results could differ from
those estimates and assumptions.
Derivative Financial Instruments
The Company accounts for derivative financial instruments
in accordance with SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("SFAS
No. 133") as amended, which establishes accounting and
reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts,
and for hedging activities. SFAS No. 133 also
requires the recognition of all derivative instruments as
either assets or liabilities on the balance sheet and that
they be measured at fair value.
Recently Issued Accounting Standards
In June 2006, the Financial Accounting Standards Board
("FASB") issued FASB Interpretation Number ("FIN") 48,
"Accounting for Uncertainty in Income Taxes" ("FIN 48").
FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in an enterprise's financial statements in
accordance with FASB Statement No. 109, "Accounting
for Income Taxes." FIN 48 prescribes a two-step evaluation
process for tax positions taken, or expected to be
taken, in a tax return. The first step is recognition and the
second is measurement. For recognition, an enterprise
judgmentally determines whether it is more-likely-thannot
that a tax position will be sustained upon examination,
including resolution of related appeals or litigation
processes, based on the technical merits of the position. If
the tax position meets the more-likely-than-not recognition
threshold it is measured and recognized in the financial
statements as the largest amount of tax benefit that is
greater than 50% likely of being realized. If a tax position
does not meet the more-likely-than-not recognition
threshold, the benefit of that position is not recognized in
the financial statements.
Tax positions that meet the more-likely-than-not recognition
threshold at the effective date of FIN 48 may be
recognized or, continue to be recognized, upon adoption
of FIN 48. The cumulative effect of applying the provisions
of FIN 48 shall be reported as an adjustment to the
opening balance of retained earnings for that fiscal year.
FIN 48 will apply to fiscal years beginning after December
15, 2006, with earlier adoption permitted. In May 2007,
the FASB issued FASB Staff Position ("FSP") No. FIN 48-1,
"Definition of Settlement in FASB Interpretation No. 48,
an amendment of FASB Interpretation (FIN) No. 48,
Accounting for Uncertainty in Income Taxes" ("FSP
No. FIN 48-1"). FSP No. FIN 48-1 provides guidance on
how to determine whether a tax position is effectively
settled for the purpose of recognizing previously unrecognized
tax benefits.
The provisions of FIN 48 became effective for the
Company on July 1, 2007. While the Company is continuing
to evaluate the impact of the interpretation on the
consolidated financial statements, the Company expects
the cumulative effect of adoption to reduce opening
retained earnings by approximately $10 million to $20
million with a corresponding increase to reserves for
uncertain tax positions.
In September 2006, the FASB issued Statement of
Financial Accounting Standard ("SFAS") No. 157, "Fair
Value Measurements" ("SFAS No. 157") to clarify the definition
of fair value, establish a framework for measuring
fair value and expand the disclosures on fair value
measurements. SFAS No. 157 defines fair value as the
price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date (an exit price). SFAS
No. 157 also stipulates that, as a market-based measurement,
fair value measurement should be determined
based on the assumptions that market participants would
use in pricing the asset or liability, and establishes a fair
value hierarchy that distinguishes between (a) market participant
assumptions developed based on market data
obtained from sources independent of the reporting
entity (observable inputs) and (b) the reporting entity's
own assumptions about market participant assumptions
developed based on the best information available in the
circumstances (unobservable inputs). SFAS No. 157
becomes effective for the Company in its fiscal year ending
June 30, 2009. The Company is currently evaluating
the impact of the provisions of SFAS No. 157 on its consolidated
financial statements.
In February 2007, the FASB issued SFAS No. 159, "The
Fair Value Option for Financial Assets and Financial
Liabilities," ("SFAS No. 159") to permit all entities to
choose to elect, at specified election dates, to measure
eligible financial instruments at fair value. An entity shall
report unrealized gains and losses on items for which the
fair value option has been elected in earnings at each subsequent
reporting date, and recognize upfront costs and
fees related to those items in earnings as incurred and not
deferred. SFAS No. 159 applies to fiscal years beginning
after November 15, 2007, with early adoption permitted
for an entity that has also elected to apply the provisions
of SFAS No. 157. An entity is prohibited from retrospectively
applying SFAS No. 159, unless it chooses early
adoption. The Company is currently evaluating the impact
of the provisions of SFAS No. 159 on its consolidated
financial statements, if any, when it becomes effective for
the fiscal year ending June 30, 2009.
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