NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In millions, except per share data and where otherwise indicated)
(Unaudited)
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1.
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Description of Business
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Ralph Lauren Corporation ("RLC") is a global leader in the design, marketing, and distribution of premium lifestyle products, including apparel, footwear, accessories, home furnishings, and other licensed product categories. RLC's long-standing reputation and distinctive image have been developed across an expanding number of products, brands, sales channels, and international markets. RLC's brand names include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Ralph Lauren Children, Chaps, and Club Monaco, among others. RLC and its subsidiaries are collectively referred to herein as the "Company," "we," "us," "our," and "ourselves," unless the context indicates otherwise.
The Company diversifies its business by geography (North America, Europe, and Asia, among other regions) and channel of distribution (wholesale, retail, and licensing). This allows the Company to maintain a dynamic balance as its operating results do not depend solely on the performance of any single geographic area or channel of distribution. The Company's wholesale sales are made principally to major department stores and specialty stores around the world, as well as to certain third party-owned stores to which the Company has licensed the right to operate in defined geographic territories using its trademarks. The Company also sells directly to consumers through its integrated retail channel, which includes its retail stores, concession-based shop-within-shops, and digital commerce operations around the world. In addition, the Company licenses to third parties for specified periods the right to access its various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and home furnishings.
The Company organizes its business into the following
three
reportable segments: North America, Europe, and Asia. In addition to these reportable segments, the Company also has other non-reportable segments. See
Note 18
for further discussion of the Company's segment reporting structure.
Interim Financial Statements
These interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and are unaudited. In the opinion of management, these consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial position, income, comprehensive income, and cash flows of the Company for the interim periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") and the notes thereto have been condensed or omitted from this report as is permitted by the SEC's rules and regulations. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading.
This report should be read in conjunction with the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended
March 30, 2019
(the "Fiscal
2019
10-K").
Basis of Consolidation
These unaudited interim consolidated financial statements present the consolidated financial position, income, comprehensive income, and cash flows of the Company, including all entities in which the Company has a controlling financial interest and is determined to be the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Fiscal Periods
The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to March 31. As such, fiscal year
2020
will end on
March 28, 2020
and will be a 52-week period ("Fiscal
2020
"). Fiscal year
2019
ended on
March 30, 2019
and was also a
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
52-week period ("Fiscal
2019
"). The
first quarter
of Fiscal
2020
ended on
June 29, 2019
and was a 13-week period. The
first quarter
of Fiscal
2019
ended on
June 30, 2018
and was also a 13-week period.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ materially from those estimates.
Significant estimates inherent in the preparation of the consolidated financial statements include reserves for bad debt, customer returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances; the realizability of inventory; reserves for litigation and other contingencies; useful lives and impairments of long-lived tangible and intangible assets; fair value measurements; accounting for income taxes and related uncertain tax positions; valuation of stock-based compensation awards and related pre-vesting forfeiture rates; reserves for restructuring activity; and accounting for business combinations, among others.
Reclassifications
Certain reclassifications have been made to the prior period's financial information in order to conform to the current period's presentation, including a change to the Company's segment reporting structure as further described in
Note 18
.
Seasonality of Business
The Company's business is typically affected by seasonal trends, with higher levels of wholesale sales in its second and fourth fiscal quarters and higher retail sales in its second and third fiscal quarters. These trends result primarily from the timing of seasonal wholesale shipments and key vacation travel, back-to-school, and holiday shopping periods impacting its retail business. As a result of changes in its business, consumer spending patterns, and the macroeconomic environment, historical quarterly operating trends and working capital requirements may not be indicative of the Company's future performance. In addition, fluctuations in sales, operating income, and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns. Accordingly, the Company's operating results and cash flows for the
three-month period ended
June 29, 2019
are not necessarily indicative of the operating results and cash flows that may be expected for the full Fiscal
2020
.
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3.
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Summary of Significant Accounting Policies
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Revenue Recognition
The Company recognizes revenue across all channels of the business when it satisfies its performance obligations by transferring control of promised products or services to its customers, which occurs either at a point in time or over time, depending on when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services. The amount of revenue recognized considers terms of sale that create variability in the amount of consideration that the Company ultimately expects to be entitled to in exchange for the products or services, and is subject to an overall constraint that a significant revenue reversal will not occur in future periods. Sales and other related taxes collected from customers and remitted to government authorities are excluded from revenue.
Revenue from the Company's wholesale business is generally recognized upon shipment of products, at which point title passes and risk of loss is transferred to the customer. In certain arrangements where the Company retains the risk of loss during shipment, revenue is recognized upon receipt of products by the customer. Wholesale revenue is recorded net of estimates of returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances. Returns and allowances require pre-approval from management and discounts are based on trade terms. Estimates for end-of-season markdown reserves are based on historical trends, actual and forecasted seasonal results, an evaluation of current economic and market conditions, retailer performance, and, in certain cases, contractual terms. Estimates for operational chargebacks are based on actual customer notifications of order fulfillment discrepancies and historical trends. The Company reviews and refines these estimates on at least a quarterly basis. The Company's historical estimates of these amounts have not differed materially from actual results.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Revenue from the Company's retail business is recognized when the customer takes physical possession of the products, which occurs either at the point of sale for merchandise purchased at the Company's retail stores and concession-based shop-within-shops, or upon receipt of shipment for merchandise ordered through direct-to-consumer digital commerce sites. Such revenues are recorded net of estimated returns based on historical trends. Payment is due at the point of sale.
Gift cards issued to customers by the Company are recorded as a liability until they are redeemed, at which point revenue is recognized. The Company also estimates and recognizes revenue for gift card balances not expected to ever be redeemed (referred to as "breakage") to the extent that it does not have a legal obligation to remit the value of such unredeemed gift cards to the relevant jurisdiction as unclaimed or abandoned property. Such estimates are based upon historical redemption trends, with breakage income recognized in proportion to the pattern of actual customer redemptions.
Revenue from the Company's licensing arrangements is recognized over time during the period that licensees are provided access to the Company's trademarks (i.e., symbolic intellectual property) and benefit from such access through their sales of licensed products. These arrangements require licensees to pay a sales-based royalty, which for most arrangements may be subject to a contractually-guaranteed minimum royalty amount. Payments are generally due quarterly and, depending on time of receipt, may be recorded as a liability until recognized as revenue. The Company recognizes revenue for sales-based royalty arrangements (including those for which the royalty exceeds any contractually-guaranteed minimum royalty amount) as licensed products are sold by the licensee. If a sales-based royalty is not ultimately expected to exceed a contractually-guaranteed minimum royalty amount, the minimum is recognized as revenue ratably over the contractual period. This sales-based output measure of progress and pattern of recognition best represents the value transferred to the licensee over the term of the arrangement, as well as the amount of consideration that the Company is entitled to receive in exchange for providing access to its trademarks. As of
June 29, 2019
, contractually-guaranteed minimum royalty amounts expected to be recognized as revenue during future periods were as follows:
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Contractually-Guaranteed
Minimum Royalties
(a)
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(millions)
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Remainder of Fiscal 2020
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$
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90.2
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Fiscal 2021
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114.9
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Fiscal 2022
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77.0
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Fiscal 2023
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41.9
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Fiscal 2024 and thereafter
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25.6
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Total
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$
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349.6
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(a)
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Amounts presented do not contemplate anticipated contract renewals or royalties earned in excess of the contractually guaranteed minimums.
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Disaggregated Net Revenues
The following table disaggregates the Company's net revenues into categories that depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors for the fiscal periods presented:
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Three Months Ended
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June 29, 2019
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June 30, 2018
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North America
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Europe
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Asia
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Other
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Total
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North America
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Europe
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Asia
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Other
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Total
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(millions)
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Sales Channel
(a)
:
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Wholesale
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$
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316.3
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$
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142.3
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$
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12.1
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$
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1.8
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$
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472.5
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$
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310.1
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$
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142.7
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$
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12.6
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$
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0.8
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$
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466.2
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Retail
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403.1
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218.5
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246.5
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49.5
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917.6
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387.5
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212.6
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235.4
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49.9
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885.4
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Licensing
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—
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—
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—
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38.7
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38.7
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—
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—
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—
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39.0
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39.0
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Total
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$
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719.4
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$
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360.8
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$
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258.6
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$
|
90.0
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$
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1,428.8
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$
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697.6
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$
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355.3
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$
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248.0
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$
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89.7
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$
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1,390.6
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RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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(a)
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Net revenues from the Company's wholesale and retail businesses are recognized at a point in time. Net revenues from the Company's licensing business are recognized over time.
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Deferred Income
Deferred income represents cash payments received in advance of the Company's transfer of control of products or services to its customers and is generally comprised of unredeemed gift cards, net of breakage, and advance royalty payments from licensees. The Company's deferred income balances were
$16.7 million
and
$14.8 million
as of
June 29, 2019
and
March 30, 2019
, respectively, and were primarily recorded within accrued expenses and other current liabilities within the consolidated balance sheets. During the
three months ended June 29, 2019
, the Company recognized
$5.7 million
of net revenues from amounts recorded as deferred income as of
March 30, 2019
. The majority of the deferred income balance as of
June 29, 2019
is expected to be recognized as revenue within the next twelve months.
Shipping and Handling Costs
Costs associated with shipping goods to the Company's customers are accounted for as fulfillment activities and reflected as a component of selling, general, and administrative ("SG&A") expenses in the consolidated statements of operations. Costs of preparing merchandise for sale, such as picking, packing, warehousing, and order charges ("handling costs") are also included in SG&A expenses. Shipping and handling costs billed to customers are included in revenue.
A summary of shipping and handling costs for the fiscal periods presented is as follows:
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Three Months Ended
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June 29,
2019
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June 30,
2018
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(millions)
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Shipping costs
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$
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9.9
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$
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8.7
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Handling costs
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36.2
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35.7
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Net Income per Common Share
Basic net income per common share is computed by dividing net income attributable to common shares by the weighted-average number of common shares outstanding during the period. Weighted-average common shares include shares of the Company's Class A and Class B common stock. Diluted net income per common share adjusts basic net income per common share for the dilutive effects of outstanding stock options, restricted stock units ("RSUs"), and any other potentially dilutive instruments, only in the periods in which such effects are dilutive.
The weighted-average number of common shares outstanding used to calculate basic net income per common share is reconciled to shares used to calculate diluted net income per common share as follows:
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Three Months Ended
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June 29,
2019
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June 30,
2018
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(millions)
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Basic shares
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78.2
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81.9
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Dilutive effect of stock options and RSUs
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1.7
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1.4
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Diluted shares
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79.9
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83.3
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All earnings per share amounts have been calculated using unrounded numbers. Options to purchase shares of the Company's Class A common stock at an exercise price greater than the average market price of the common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income per common share. In addition, the Company has outstanding performance-based and market-based RSUs, which are included in the computation of diluted shares only to the extent that the underlying performance or market conditions (i) have been satisfied as of the end of the reporting period or (ii) would
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
be considered satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive. As of
June 29, 2019
and
June 30, 2018
, there were
1.0 million
and
1.6 million
, respectively, of additional shares issuable upon exercise of anti-dilutive options and contingent vesting of performance-based RSUs that were excluded from the diluted shares calculations.
Accounts Receivable
In the normal course of business, the Company extends credit to wholesale customers that satisfy defined credit criteria. Payment is generally due within
30 to 120 days
and does not include a significant financing component. Accounts receivable is recorded at carrying value, which approximates fair value, and is presented in the Company's consolidated balance sheets net of certain reserves and allowances. These reserves and allowances consist of (i) reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances (see the "
Revenue Recognition
" section above for further discussion of related accounting policies) and (ii) allowances for doubtful accounts.
A rollforward of the activity in the Company's reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances is presented below:
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Three Months Ended
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June 29,
2019
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June 30,
2018
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(millions)
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Beginning reserve balance
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$
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176.5
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$
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202.5
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Amount charged against revenue to increase reserve
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113.9
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|
99.7
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Amount credited against customer accounts to decrease reserve
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(125.9
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)
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(130.1
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)
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Foreign currency translation
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1.0
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(4.9
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)
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Ending reserve balance
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$
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165.5
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$
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167.2
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An allowance for doubtful accounts is determined through an analysis of accounts receivable aging, assessments of collectability based on an evaluation of historical and anticipated trends, the financial condition of the Company's customers, and an evaluation of the impact of economic conditions, among other factors.
A rollforward of the activity in the Company's allowance for doubtful accounts is presented below:
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Three Months Ended
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June 29,
2019
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June 30,
2018
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(millions)
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Beginning reserve balance
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$
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15.7
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$
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19.7
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Amount recorded to expense to increase reserve
(a)
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0.1
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—
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Amount written-off against customer accounts to decrease reserve
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(1.0
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)
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(0.4
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)
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Foreign currency translation
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0.2
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(0.6
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)
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Ending reserve balance
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$
|
15.0
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$
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18.7
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(a)
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Amounts recorded to bad debt expense are included within SG&A expenses in the consolidated statements of operations.
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Concentration of Credit Risk
The Company sells its wholesale merchandise primarily to major department and specialty stores around the world, and extends credit based on an evaluation of each customer's financial capacity and condition, usually without requiring collateral. In the Company's wholesale business, concentration of credit risk is relatively limited due to the large number of customers and their dispersion across many geographic areas. However, the Company has
three
key wholesale customers that generate significant sales volume. During
Fiscal 2019
, the Company's sales to its
three
largest wholesale customers accounted for approximately
19%
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
of total net revenues. Substantially all of the Company's sales to its three largest wholesale customers related to its North America segment. As of
June 29, 2019
, these
three
key wholesale customers constituted approximately
26%
of total gross accounts receivable.
Inventories
The Company holds inventory that is sold through wholesale distribution channels to major department stores and specialty retail stores. The Company also holds retail inventory that is sold in its own stores and digital commerce sites directly to consumers. Substantially all of the Company's inventories are comprised of finished goods, which are stated at the lower of cost or estimated realizable value, with cost determined on a weighted-average cost basis. Inventory held by the Company totaled
$988.6 million
,
$817.8 million
, and
$890.0 million
as of
June 29, 2019
,
March 30, 2019
, and
June 30, 2018
, respectively.
Leases
As discussed in Note 4, the Company adopted a new lease accounting standard as of the beginning of the first quarter of Fiscal 2020.
The Company's lease arrangements primarily relate to real estate, including its retail stores, concession-based shop-within-shops, corporate offices, and warehouse facilities, and to a lesser extent, certain equipment and other assets. The Company's leases generally have initial terms ranging from
3
to
15
years and may include renewal or early-termination options, rent escalation clauses, and/or lease incentives in the form of construction allowances and rent abatements. Renewal rent payment terms generally reflect market rates prevailing at the time of renewal. The Company is typically required to make fixed minimum rent payments, variable rent payments based on performance (e.g., percentage-of-sales-based payments), or a combination thereof, directly related to its right to use an underlying leased asset. The Company is also often required to pay for certain other costs that do not relate specifically to its right to use an underlying leased asset, but that are associated with the asset, including real estate taxes, insurance, common area maintenance fees, and/or certain other costs (referred to collectively herein as "non-lease components"), which may be fixed or variable in amount, depending on the terms of the respective lease agreement. The Company's leases do not contain significant residual value guarantees or restrictive covenants.
The Company determines whether an arrangement contains a lease at the arrangement's inception. If a lease is determined to exist, its related term is assessed at lease commencement, once the underlying asset is made available by the lessor for the Company's use. The Company's assessment of the lease term reflects the non-cancellable period of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options for which the Company is reasonably certain of not exercising, as well as periods covered by renewal options for which it is reasonably certain of exercising. The Company also determines lease classification as either operating or finance (formerly referred to as "capital") at lease commencement, which governs the pattern of expense recognition and the presentation thereof reflected in the consolidated statements of operations over the lease term.
For leases with a lease term exceeding 12 months, a lease liability is recorded on the Company's consolidated balance sheet at lease commencement reflecting the present value of its fixed payment obligations over the lease term. A corresponding right-of-use ("ROU") asset equal to the initial lease liability is also recorded, increased by any prepaid rent and/or initial direct costs incurred in connection with execution of the lease, and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as it elects to account for lease and non-lease components together as a single lease component. Variable lease payments are not included in the measurement of ROU assets and liabilities. ROU assets associated with finance leases are presented separate from those associated with operating leases, and are included within property and equipment, net on the Company's consolidated balance sheet. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis, and incorporates the term and economic environment of the lease.
For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments as they are made. For leases with a lease term of 12 months or less (referred to as a "short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term, and are not recognized on the consolidated balance sheet. Variable lease cost for both operating and finance leases, if any, is recognized as incurred.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
ROU assets, along with any other related long-lived assets, are periodically evaluated for impairment (see
Note 11
). To the extent that an ROU asset and any related long-lived assets are determined to be impaired, they are written down accordingly on a relative carrying amount basis, with the ROU asset written down to an amount no lower than its estimated fair value. Subsequent to the recognition of any such impairment, total remaining lease cost is recognized on a front-loaded basis over the remaining lease term.
See
Note 13
for further discussion of the Company's leases.
Derivative Financial Instruments
The Company records all derivative financial instruments on its consolidated balance sheets at fair value. Changes in the fair value of derivative instruments that qualify for hedge accounting are either (i) offset against the changes in fair value of the related hedged assets, liabilities, or firm commitments through earnings or (ii) recognized in equity as a component of accumulated other comprehensive income (loss) ("AOCI") until the hedged item is recognized in earnings, depending on whether the derivative is being used to hedge against changes in fair value or cash flows and net investments, respectively.
Each derivative instrument that qualifies for hedge accounting is expected to be highly effective in reducing and offsetting the risk associated with the related exposure being hedged. For each derivative instrument that is designated as a hedge, the Company formally documents the related risk management objective and strategy, including identification of the hedging instrument, the hedged item, and the risk exposure, as well as how hedge effectiveness will be assessed over the instrument's term. To assess hedge effectiveness at the inception of a hedging relationship, the Company generally uses regression analysis, a statistical method, to compare changes in the fair value of the derivative instrument to changes in the fair value or cash flows of the related hedged item. The extent to which a hedging instrument has been and is expected to remain highly effective in achieving offsetting changes in fair value or cash flows is assessed by the Company on at least a quarterly basis.
As a result of its use of derivative instruments, the Company is exposed to the risk that counterparties to such contracts will fail to meet their contractual obligations. To mitigate this counterparty credit risk, the Company has a policy of only entering into contracts with carefully selected financial institutions based upon an evaluation of their credit ratings and certain other factors, adhering to established limits for credit exposure. The Company's established policies and procedures for mitigating credit risk from derivative transactions include ongoing review and assessment of its counterparties' creditworthiness. The Company also enters into master netting arrangements with counterparties, when possible, to further mitigate credit risk. In the event of default or termination (as such terms are defined within the respective master netting arrangement), these arrangements allow the Company to net-settle amounts payable and receivable related to multiple derivative transactions with the same counterparty. The master netting arrangements specify a number of events of default and termination, including, among others, the failure to make timely payments.
The fair values of the Company's derivative instruments are recorded on its consolidated balance sheets on a gross basis. For cash flow reporting purposes, proceeds received or amounts paid upon the settlement of a derivative instrument are classified in the same manner as the related item being hedged, primarily within cash flows from operating activities.
Cash Flow Hedges
The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency and the settlement of foreign currency-denominated balances. To the extent forward foreign currency exchange contracts are designated as qualifying cash flow hedges, the related gains or losses are initially deferred in equity as a component of AOCI and are subsequently recognized in the consolidated statements of operations as follows:
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•
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Forecasted Inventory Transactions
— recognized as part of the cost of the inventory being hedged within cost of goods sold when the related inventory is sold to a third party.
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|
•
|
Settlement of Foreign Currency Balances
— recognized within other expense, net during the period that the hedged balance is remeasured through earnings, generally through its ultimate settlement when the related payment occurs.
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
If it is determined that a derivative instrument has not been highly effective, and will continue not to be highly effective in hedging the designated exposure, hedge accounting is discontinued and further gains (losses) are immediately recognized in earnings within other expense, net. Upon discontinuance of hedge accounting, the cumulative change in fair value of the derivative instrument previously recorded in AOCI is recognized in earnings when the related hedged item affects earnings, consistent with the originally-documented hedging strategy, unless the forecasted transaction is no longer probable of occurring, in which case the accumulated amount is immediately recognized in earnings within other expense, net.
Hedges of Net Investments in Foreign Operations
The Company periodically uses cross-currency swap contracts and forward foreign currency exchange contracts to reduce risk associated with exchange rate fluctuations on certain of its net investments in foreign subsidiaries. Changes in the fair values of such derivative instruments that are designated as qualifying hedges of net investments in foreign operations are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments. In assessing the effectiveness of such hedges, the Company uses a method based on changes in spot rates to measure the impact of foreign currency exchange rate fluctuations on both its foreign subsidiary net investment and the related derivative hedging instrument. Under this method, changes in the fair value of the hedging instrument other than those due to changes in the spot rate are initially recorded in AOCI as a translation adjustment, and are amortized into earnings as interest expense using a systematic and rational method over the instrument's term. Changes in fair value associated with the effective portion (i.e., those due to changes in the spot rate) are recorded in AOCI as a translation adjustment and are released and recognized in earnings only upon the sale or liquidation of the hedged net investment.
Fair Value Hedges
Changes in the fair value of a derivative instrument that is designated as a fair value hedge, along with offsetting changes in the fair value of the related hedged item attributable to the hedged risk, are recorded in earnings. To the extent that the change in the fair value of the hedged item does not fully offset the change in the fair value of the hedging instrument, the resulting net impact is reflected in earnings within the income statement line item associated with the hedged item.
Undesignated Hedges
All of the Company's undesignated hedges are entered into to hedge specific economic risks, particularly foreign currency exchange rate risk related to foreign currency-denominated balances. Changes in the fair value of undesignated derivative instruments are immediately recognized in earnings within other expense, net.
See
Note 12
for further discussion of the Company's derivative financial instruments.
Refer to Note 3 of the Fiscal
2019
10-K for a summary of all of the Company's significant accounting policies.
|
|
4.
|
Recently Issued Accounting Standards
|
Implementation Costs in Cloud Computing Arrangements
In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-15, "Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" ("ASU 2018-15"). ASU 2018-15 addresses diversity in practice surrounding the accounting for costs incurred to implement a cloud computing hosting arrangement that is a service contract by establishing a model for capitalizing or expensing such costs, depending on their nature and the stage of the implementation project during which they are incurred. Any capitalized costs are to be amortized over the reasonably certain term of the hosting arrangement and presented in the same line within the statement of operations as the related service arrangement's fees. ASU 2018-15 also requires enhanced qualitative and quantitative disclosures surrounding hosting arrangements that are service contracts. ASU 2018-15 is effective for the Company beginning in its fiscal year ending March 27, 2021 ("Fiscal 2021"), with early adoption permitted, and may be adopted on either a retrospective or prospective basis. Although the impact of adopting ASU 2018-15 will depend on the composition of its cloud computing arrangements in place at that time, other than the new disclosure requirements, the Company does not currently expect that it will have a material impact on its consolidated financial statements.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the FASB issued ASU No. 2018-02, "Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income" ("ASU 2018-02"). Existing accounting guidance requires the remeasurement of deferred tax assets and liabilities resulting from a change in tax laws and rates to be presented within net income, including deferred taxes related to items recorded within AOCI. ASU 2018-02 provides an entity with the option to adjust AOCI for the "stranded" tax effect of such remeasurements resulting from the reduction in the U.S. federal statutory income tax rate under the 2017 Tax Cuts and Jobs Act (the "TCJA") through a reclassification to retained earnings.
The Company adopted ASU 2018-02 as of the beginning of the first quarter of Fiscal 2020 and elected to reclassify the income tax effect stranded in AOCI related to the TCJA, inclusive of state income tax-related effects, resulting in a
$4.9 million
increase to its opening retained earnings balance. The Company generally releases income tax effects from AOCI when the corresponding pretax AOCI items are reclassified to earnings.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13, which was further updated and clarified by the FASB through issuance of additional related ASUs, amends the guidance surrounding measurement and recognition of credit losses on financial assets measured at amortized cost, including trade receivables and investments in debt securities, by requiring recognition of an allowance for credit losses expected to be incurred over an asset's lifetime based on relevant information about past events, current conditions, and supportable forecasts impacting its ultimate collectibility. This "expected loss" model will result in earlier recognition of credit losses than the current "as incurred" model, under which losses are recognized only upon an occurrence of an event that gives rise to the incurrence of a probable loss. ASU 2016-13 is effective for the Company beginning in its Fiscal 2021, with early adoption permitted, and is to be adopted on a modified retrospective basis. The Company is currently evaluating the impact that ASU 2016-13 will have on its consolidated financial statements, if any.
Leases
In February 2016, the FASB issued ASU No. 2016-02, "Leases." ASU No. 2016-02, along with certain other ASUs that were subsequently issued to clarify and modify certain of its provisions (collectively "ASU 2016-02"), supersedes historical lease accounting guidance and requires that, among its provisions, a lessee's rights and fixed payment obligations under most leases be recognized as ROU assets and lease liabilities on its balance sheet, initially measured based on the present value of its fixed payment obligations over the lease term. Under historical guidance, only those leases classified as capital were recognized on a lessee's balance sheet; operating leases were not recognized on the balance sheet. ASU 2016-02 retains a dual model for classifying leases as either finance (formerly referred to as "capital") or operating, consistent with historical guidance, which governs the pattern of expense recognition reflected in the statement of operations over the lease term. Accordingly, recognition of lease expense in the statement of operations will not significantly change. Additionally, variable lease payments based on performance, such as percentage-of-sales-based payments, are not included in the measurement of ROU assets and lease liabilities and, consistent with historical practice, are recognized as an expense in the period incurred. The standard also requires enhanced quantitative and qualitative lease-related disclosures.
The Company adopted ASU 2016-02 as of the beginning of the first quarter of Fiscal 2020 using a modified retrospective approach under which the cumulative effect of initially applying the standard was recognized as an adjustment to its opening retained earnings (discussed further below), with no restatement of prior year amounts. In connection therewith, the Company applied an optional package of practical expedients intended to ease transition to the standard for existing leases by, among its provisions, carrying forward its original lease classification conclusions without reassessment. Upon adoption of ASU 2016-02, the Company recognized initial ROU asset and lease liability balances of approximately
$1.60 billion
and
$1.75 billion
, respectively, on its consolidated balance sheet.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Additionally, in connection with its adoption of ASU 2016-02, the Company recorded an adjustment to reduce its opening retained earnings balance by
$131.6 million
, net of related income tax benefits, reflecting the impairment of an ROU asset for a certain real estate lease of which, under historical accounting guidance, the Company was previously deemed the owner for accounting purposes (commonly referred to as a "build-to-suit" lease arrangement). Specifically, although the Company no longer generates revenue or other cash flows from its rights underlying the leased asset given it no longer actively uses the space for commercial purposes, the asset was previously not considered impaired under historical accounting guidance as its fair value, assessed from an ownership perspective (and not from that of a lessee), exceeded its carrying value. However, in accordance with and upon transitioning to ASU 2016-02, the Company derecognized the remaining asset and liability balances previously recognized solely as a result of the arrangement's build-to-suit designation, as the related construction activities that originally gave rise to such designation have since ended, and established initial ROU asset and lease liability balances measured based on the Company's remaining fixed payment obligations under the lease. The initial ROU asset was then assessed for impairment based on the aggregate estimated cash flows that could be generated by transferring the lease to a market participant sublessee for the remainder of its term, which were lower than the aggregate remaining lease payments underlying the measurement of the initial ROU asset. Accordingly, the Company impaired the initial ROU asset by
$175.4 million
to its estimated fair value which was recorded as a reduction to its opening retained earnings balance, net of related income tax benefits of
$43.8 million
, upon adoption of ASU 2016-02, as previously noted.
The Company also recorded other initial ROU asset impairment adjustments to reduce its opening retained earnings balance upon adoption of the standard related to leases of certain underperforming retail locations for which the carrying value of the respective store's initial operating lease ROU asset exceeded its fair value. These impairments of
$49.7 million
were recorded as adjustments to reduce the Company's opening retained earnings balance by
$37.8 million
, net of related income tax effects. Leasehold improvements related to these underperforming retail locations were previously fully-impaired prior to the adoption of ASU 2016-02.
See Notes 3 and 13 for further discussion of the Company's lease accounting policy and other related disclosures.
|
|
5.
|
Property and Equipment
|
Property and equipment, net consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Land and improvements
|
|
$
|
15.3
|
|
|
$
|
15.3
|
|
Buildings and improvements
|
|
313.3
|
|
|
387.8
|
|
Furniture and fixtures
|
|
630.0
|
|
|
626.4
|
|
Machinery and equipment
|
|
353.1
|
|
|
350.4
|
|
Capitalized software
|
|
547.5
|
|
|
534.0
|
|
Leasehold improvements
|
|
1,177.7
|
|
|
1,169.4
|
|
Construction in progress
|
|
62.3
|
|
|
58.7
|
|
|
|
3,099.2
|
|
|
3,142.0
|
|
Less: accumulated depreciation
|
|
(2,112.2
|
)
|
|
(2,102.8
|
)
|
Property and equipment, net
|
|
$
|
987.0
|
|
|
$
|
1,039.2
|
|
Depreciation expense was
$60.3 million
and
$64.4 million
during the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively, and is recorded primarily within SG&A expenses in the consolidated statements of operations.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
6.
|
Other Assets and Liabilities
|
Prepaid expenses and other current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Other taxes receivable
|
|
$
|
171.4
|
|
|
$
|
137.9
|
|
Non-trade receivables
|
|
43.8
|
|
|
30.8
|
|
Restricted cash
|
|
34.9
|
|
|
11.9
|
|
Tenant allowances receivable
|
|
24.5
|
|
|
8.2
|
|
Inventory return asset
|
|
21.9
|
|
|
18.4
|
|
Prepaid occupancy costs
|
|
21.0
|
|
|
38.0
|
|
Prepaid software maintenance
|
|
19.0
|
|
|
19.8
|
|
Derivative financial instruments
|
|
14.4
|
|
|
19.8
|
|
Prepaid advertising and marketing
|
|
12.2
|
|
|
9.6
|
|
Assets held-for-sale
(a)
|
|
—
|
|
|
20.8
|
|
Other prepaid expenses and current assets
|
|
49.6
|
|
|
44.1
|
|
Total prepaid expenses and other current assets
|
|
$
|
412.7
|
|
|
$
|
359.3
|
|
|
|
(a)
|
Assets held-for-sale as of
March 30, 2019
related to the estimated fair value, less costs to sell, of the Company's corporate jet. The jet was sold during the first quarter of Fiscal 2020 with
no
gain or loss recognized on sale. The Company donated the
$20.8 million
net cash proceeds received from the sale to the Polo Ralph Lauren Foundation, a non-profit, charitable foundation that supports various philanthropic programs.
|
Other non-current assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Non-current investments
|
|
$
|
34.1
|
|
|
$
|
44.9
|
|
Security deposits
|
|
25.3
|
|
|
24.5
|
|
Derivative financial instruments
|
|
9.6
|
|
|
12.2
|
|
Restricted cash
|
|
8.1
|
|
|
30.5
|
|
Other non-current assets
|
|
31.9
|
|
|
46.4
|
|
Total other non-current assets
|
|
$
|
109.0
|
|
|
$
|
158.5
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accrued expenses and other current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Accrued operating expenses
|
|
$
|
200.5
|
|
|
$
|
235.2
|
|
Accrued inventory
|
|
194.6
|
|
|
141.0
|
|
Other taxes payable
|
|
183.3
|
|
|
158.3
|
|
Accrued payroll and benefits
|
|
145.5
|
|
|
232.5
|
|
Dividends payable
|
|
53.1
|
|
|
48.8
|
|
Accrued capital expenditures
|
|
44.2
|
|
|
47.6
|
|
Restructuring reserve
|
|
36.8
|
|
|
60.4
|
|
Deferred income
|
|
16.2
|
|
|
14.1
|
|
Finance lease obligations
|
|
11.0
|
|
|
22.3
|
|
Other accrued expenses and current liabilities
|
|
15.2
|
|
|
8.2
|
|
Total accrued expenses and other current liabilities
|
|
$
|
900.4
|
|
|
$
|
968.4
|
|
Other non-current liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Finance lease obligations
|
|
$
|
199.4
|
|
|
$
|
212.6
|
|
Deferred lease incentives and obligations
|
|
60.8
|
|
|
202.7
|
|
Derivative financial instruments
|
|
15.7
|
|
|
11.9
|
|
Deferred tax liabilities
|
|
10.7
|
|
|
50.2
|
|
Restructuring reserve
|
|
2.5
|
|
|
11.4
|
|
Other non-current liabilities
|
|
50.2
|
|
|
52.1
|
|
Total other non-current liabilities
|
|
$
|
339.3
|
|
|
$
|
540.9
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During the
three-month periods ended
June 29, 2019
and
June 30, 2018
, the Company recorded non-cash impairment charges of
$1.2 million
and
$1.3 million
, respectively, to write off certain long-lived assets in connection with its restructuring plans (see
Note 8
).
See
Note 11
for further discussion of these impairment charges.
|
|
8.
|
Restructuring and Other Charges
|
A description of significant restructuring and other activities and their related costs is provided below.
Fiscal 2019 Restructuring Plan
On June 4, 2018, the Company's Board of Directors approved a restructuring plan associated with the Company's strategic objective of operating with discipline to drive sustainable growth (the "Fiscal 2019 Restructuring Plan"). The Fiscal 2019 Restructuring Plan includes the following restructuring-related activities: (i) rightsizing and consolidation of the Company's global distribution network and corporate offices; (ii) targeted severance-related actions; and (iii) closure of certain of its stores and shop-within-shops. Actions associated with the Fiscal 2019 Restructuring Plan were largely completed during Fiscal 2019, with certain activities shifting into Fiscal 2020.
In connection with the Fiscal 2019 Restructuring Plan, the Company expects to incur total estimated charges of approximately
$125 million
to
$150 million
, comprised of cash-related charges of approximately
$90 million
to
$110 million
and non-cash charges of approximately
$35 million
to
$40 million
.
A summary of charges recorded in connection with the Fiscal 2019 Restructuring Plan during the fiscal periods presented, as well as the cumulative charges recorded since its inception, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
Cumulative Charges
|
|
|
(millions)
|
Cash-related restructuring charges:
|
|
|
|
|
|
|
Severance and benefit costs
|
|
$
|
5.9
|
|
|
$
|
8.2
|
|
|
$
|
66.1
|
|
Lease termination and store closure costs
|
|
0.3
|
|
|
—
|
|
|
2.1
|
|
Other cash charges
|
|
0.8
|
|
|
—
|
|
|
8.2
|
|
Total cash-related restructuring charges
|
|
7.0
|
|
|
8.2
|
|
|
76.4
|
|
Non-cash charges:
|
|
|
|
|
|
|
Impairment of assets (see Note 7)
|
|
1.2
|
|
|
1.3
|
|
|
11.5
|
|
Inventory-related charges
(a)
|
|
0.6
|
|
|
—
|
|
|
6.6
|
|
Loss on sale of property
(b)
|
|
—
|
|
|
—
|
|
|
11.6
|
|
Total non-cash charges
|
|
1.8
|
|
|
1.3
|
|
|
29.7
|
|
Total charges
|
|
$
|
8.8
|
|
|
$
|
9.5
|
|
|
$
|
106.1
|
|
|
|
(a)
|
Inventory-related charges are recorded within cost of goods sold in the consolidated statements of operations.
|
|
|
(b)
|
Loss on sale of property, which was recorded within restructuring and other charges in the consolidated statements of operations during the third quarter of Fiscal 2019, was incurred in connection with the sale of one of the Company's distribution centers in North America. Total cash proceeds from the sale were
$20.0 million
.
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of current period activity in the restructuring reserve related to the Fiscal 2019 Restructuring Plan is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and Benefit Costs
|
|
Lease Termination
and Store
Closure Costs
|
|
Other Cash Charges
|
|
Total
|
|
|
(millions)
|
Balance at March 30, 2019
|
|
$
|
41.0
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
|
$
|
41.6
|
|
Additions charged to expense
|
|
5.9
|
|
|
0.3
|
|
|
0.8
|
|
|
7.0
|
|
Cash payments charged against reserve
|
|
(16.2
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(16.7
|
)
|
Non-cash adjustments
(a)
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
Balance at June 29, 2019
|
|
$
|
30.7
|
|
|
$
|
0.1
|
|
|
$
|
0.7
|
|
|
$
|
31.5
|
|
|
|
(a)
|
Certain lease-related liabilities previously recognized in connection with the Company's closure and cessation of use of real estate locations were reclassified and reflected as reductions of the respective operating lease ROU assets initially recognized upon adoption of ASU 2016-02 (see
Note 4
).
|
Other Restructuring Plans
The Company recorded restructuring-related charges of
$6.5 million
during the
three months ended
June 30, 2018
related to certain other restructuring plans initiated prior to Fiscal 2019, primarily consisting of severance and benefit costs. Actions associated with these other plans were completed in previous fiscal years.
A summary of current period activity in the restructuring reserve related to these other plans is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and Benefit Costs
|
|
Lease Termination
and Store
Closure Costs
|
|
Other Cash Charges
|
|
Total
|
|
|
(millions)
|
Balance at March 30, 2019
|
|
$
|
6.5
|
|
|
$
|
23.3
|
|
|
$
|
0.4
|
|
|
$
|
30.2
|
|
Additions charged to expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cash payments charged against reserve
|
|
(3.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(3.5
|
)
|
Non-cash adjustments
(a)
|
|
—
|
|
|
(18.9
|
)
|
|
—
|
|
|
(18.9
|
)
|
Balance at June 29, 2019
|
|
$
|
3.3
|
|
|
$
|
4.1
|
|
|
$
|
0.4
|
|
|
$
|
7.8
|
|
|
|
(a)
|
Certain lease-related liabilities previously recognized in connection with the Company's closure and cessation of use of real estate locations were reclassified and reflected as reductions of the respective operating lease ROU assets initially recognized upon adoption of ASU 2016-02 (see
Note 4
).
|
Refer to Note 9 of the Fiscal 2019 10-K for additional discussion regarding these other restructuring plans.
Other Charges
The Company recorded other charges of
$20.8 million
during the
three months ended
June 29, 2019
related to the donation of net cash proceeds received from the sale of its corporate jet. This donation was made to the Polo Ralph Lauren Foundation, a non-profit, charitable foundation that supports various philanthropic programs. Additionally, during the
three months ended
June 29, 2019
, the Company recorded other charges of
$1.8 million
primarily related to rent and occupancy costs associated with certain previously exited real estate locations for which the related lease agreements have not yet expired.
The Company recorded other charges of
$3.5 million
during the
three months ended
June 30, 2018
related to depreciation expense associated with its former Polo store at 711 Fifth Avenue in New York City, recorded after the store closed during the first quarter of Fiscal 2018. Additionally, during the
three months ended
June 30, 2018
, the Company recorded other charges of
$4.2 million
primarily related to a customs audit. Refer to Note 14 of the
Fiscal 2019
10-K for additional discussion regarding the Company's customs audit.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective Tax Rate
The Company's effective tax rate, which is calculated by dividing each fiscal period's income tax provision by pretax income, was
20.1%
and
18.0%
during the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively. The effective tax rates for the
three-month periods ended
June 29, 2019
and
June 30, 2018
were lower than the U.S. federal statutory income tax rate of
21%
primarily due to the favorable impact of the proportion of earnings generated in lower taxed foreign jurisdictions versus the U.S.
Uncertain Income Tax Benefits
The Company classifies interest and penalties related to unrecognized tax benefits as part of its income tax provision. The total amount of unrecognized tax benefits, including interest and penalties, was
$77.9 million
and
$78.8 million
as of
June 29, 2019
and
March 30, 2019
, respectively, and is included within non-current liability for unrecognized tax benefits in the consolidated balance sheets.
The total amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate was
$69.7 million
and
$70.7 million
as of
June 29, 2019
and
March 30, 2019
, respectively.
Future Changes in Unrecognized Tax Benefits
The total amount of unrecognized tax benefits relating to the Company's tax positions is subject to change based on future events including, but not limited to, settlements of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not anticipate that the balance of gross unrecognized tax benefits, excluding interest and penalties, will change significantly during the next twelve months. However, changes in the occurrence, expected outcomes, and timing of such events could cause the Company's current estimate to change materially in the future.
The Company files a consolidated U.S. federal income tax return, as well as tax returns in various state, local, and foreign jurisdictions. The Company is generally no longer subject to examinations by the relevant tax authorities for years prior to its fiscal year ended March 30, 2013.
Debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
$300 million 2.625% Senior Notes
(a)
|
|
$
|
296.2
|
|
|
$
|
293.4
|
|
$400 million 3.750% Senior Notes
(b)
|
|
395.9
|
|
|
395.7
|
|
Total long-term debt
|
|
$
|
692.1
|
|
|
$
|
689.1
|
|
|
|
(a)
|
The carrying value of the 2.625% Senior Notes as of
June 29, 2019
and
March 30, 2019
reflects adjustments of
$3.2 million
and
$5.9 million
, respectively, associated with the Company's related interest rate swap contract (see
Note 12
). The carrying value of the 2.625% Senior Notes is also presented net of unamortized debt issuance costs and discount of
$0.6 million
and
$0.7 million
as of
June 29, 2019
and
March 30, 2019
, respectively.
|
|
|
(b)
|
The carrying value of the 3.750% Senior Notes is presented net of unamortized debt issuance costs and discount of
$4.1 million
and
$4.3 million
as of
June 29, 2019
and
March 30, 2019
, respectively.
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Senior Notes
In August 2015, the Company completed a registered public debt offering and issued
$300 million
aggregate principal amount of unsecured senior notes due
August 18, 2020
, which bear interest at a fixed rate of
2.625%
, payable semi-annually (the "2.625% Senior Notes"). The 2.625% Senior Notes were issued at a price equal to
99.795%
of their principal amount. The proceeds from this offering were used for general corporate purposes.
In August 2018, the Company completed another registered public debt offering and issued an additional
$400 million
aggregate principal amount of unsecured senior notes due
September 15, 2025
, which bear interest at a fixed rate of
3.750%
, payable semi-annually (the "3.750% Senior Notes"). The 3.750% Senior Notes were issued at a price equal to
99.521%
of their principal amount. The proceeds from this offering were used for general corporate purposes, including repayment of the Company's previously outstanding
$300 million
principal amount of unsecured
2.125%
senior notes that matured
September 26, 2018
(the "2.125% Senior Notes").
The Company has the option to redeem the 2.625% Senior Notes and 3.750% Senior Notes (collectively, the "Senior Notes"), in whole or in part, at any time at a price equal to accrued and unpaid interest on the redemption date, plus the greater of (i)
100%
of the principal amount of the series of Senior Notes to be redeemed or (ii) the sum of the present value of Remaining Scheduled Payments, as defined in the supplemental indentures governing such Senior Notes (together with the indenture governing the Senior Notes, the "Indenture").
The Indenture contains certain covenants that restrict the Company's ability, subject to specified exceptions, to incur certain liens; enter into sale and leaseback transactions; consolidate or merge with another party; or sell, lease, or convey all or substantially all of the Company's property or assets to another party. However, the Indenture does not contain any financial covenants.
Commercial Paper
The Company has a commercial paper borrowing program that allows it to issue up to
$500 million
of unsecured commercial paper notes through private placement using third-party broker-dealers (the "Commercial Paper Program").
Borrowings under the Commercial Paper Program are supported by the Global Credit Facility, as defined below. Accordingly, the Company does not expect combined borrowings outstanding under the Commercial Paper Program and Global Credit Facility to exceed
$500 million
. Commercial Paper Program borrowings may be used to support the Company's general working capital and corporate needs. Maturities of commercial paper notes vary, but cannot exceed
397
days from the date of issuance. Commercial paper notes issued under the Commercial Paper Program rank equally with the Company's other forms of unsecured indebtedness. As of
June 29, 2019
, there were
no
borrowings outstanding under the Commercial Paper Program.
Revolving Credit Facilities
Global Credit Facility
In February 2015, the Company entered into an amended and restated credit facility (which was further amended in March 2016) that provides for a
$500 million
senior unsecured revolving line of credit through
February 11, 2020
(the "Global Credit Facility") under terms and conditions substantially similar to those previously in effect. The Global Credit Facility is also used to support the issuance of letters of credit and the maintenance of the Commercial Paper Program. Borrowings under the Global Credit Facility may be denominated in U.S. Dollars and other currencies, including Euros, Hong Kong Dollars, and Japanese Yen. The Company has the ability to expand its borrowing availability under the Global Credit Facility to
$750 million
, subject to the agreement of one or more new or existing lenders under the facility to increase their commitments. There are no mandatory reductions in borrowing ability throughout the term of the Global Credit Facility. As of
June 29, 2019
, there were
no
borrowings outstanding under the Global Credit Facility and the Company was contingently liable for
$9.0 million
of outstanding letters of credit.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Global Credit Facility contains a number of covenants that, among other things, restrict the Company's ability, subject to specified exceptions, to incur additional debt; incur liens; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve itself; engage in businesses that are not in a related line of business; make loans, advances, or guarantees; engage in transactions with affiliates; and make certain investments. The Global Credit Facility also requires the Company to maintain a maximum ratio of Adjusted Debt to Consolidated EBITDAR (the "leverage ratio") of no greater than 3.75 as of the date of measurement for the four most recent consecutive fiscal quarters. Adjusted Debt is defined generally as consolidated debt outstanding plus four times consolidated rent expense for the four most recent consecutive fiscal quarters. Consolidated EBITDAR is defined generally as consolidated net income plus (i) income tax expense, (ii) net interest expense, (iii) depreciation and amortization expense, (iv) consolidated rent expense, (v) restructuring and other non-recurring expenses, and (vi) acquisition-related costs.
As of
June 29, 2019
,
no Event of Default (as such term is defined pursuant to the Global Credit Facility) has occurred under the Company's Global Credit Facility
.
Pan-Asia Credit Facilities
Certain of the Company's subsidiaries in Asia have uncommitted credit facilities with regional branches of JPMorgan Chase (the "Banks") in China and South Korea (the "Pan-Asia Credit Facilities"). These credit facilities are subject to annual renewal and may be used to fund general working capital and corporate needs of the Company's operations in the respective countries. Borrowings under the Pan-Asia Credit Facilities are guaranteed by the parent company and are granted at the sole discretion of the Banks, subject to availability of the Banks' funds and satisfaction of certain regulatory requirements. The Pan-Asia Credit Facilities do not contain any financial covenants. The Company's Pan-Asia Credit Facilities by country are as follows:
|
|
•
|
China Credit Facility
— provides Ralph Lauren Trading (Shanghai) Co., Ltd. with a revolving line of credit of up to
50 million
Chinese Renminbi (approximately
$7 million
) through
April 3, 2020
, which is also able to be used to support bank guarantees.
|
|
|
•
|
South Korea Credit Facility
— provides Ralph Lauren (Korea) Ltd. with a revolving line of credit of up to
30 billion
South Korean Won (approximately
$26 million
) through
October 31, 2019
.
|
As of
June 29, 2019
, there were
no
borrowings outstanding under the Pan-Asia Credit Facilities.
Refer to Note 11 of the
Fiscal 2019
10-K for additional discussion of the terms and conditions of the Company's debt and credit facilities.
|
|
11.
|
Fair Value Measurements
|
U.S. GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:
|
|
•
|
Level 1
— inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
•
|
Level 2
— inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.
|
|
|
•
|
Level 3
— inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the Company's financial assets and liabilities that are measured and recorded at fair value on a recurring basis, excluding accrued interest components:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Investments in commercial paper
(a)(b)
|
|
$
|
187.7
|
|
|
$
|
290.7
|
|
Derivative assets
(a)
|
|
24.0
|
|
|
32.0
|
|
Derivative liabilities
(a)
|
|
19.4
|
|
|
15.5
|
|
|
|
(a)
|
Based on Level 2 measurements.
|
|
|
(b)
|
Amount as of
June 29, 2019
was included within short-term investments in the consolidated balance sheet. As of
March 30, 2019
,
$54.7 million
was included within cash and cash equivalents and
$236.0 million
was included within short-term investments in the consolidated balance sheet.
|
The Company's investments in commercial paper are classified as available-for-sale and recorded at fair value in its consolidated balance sheets using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's investments. To the extent the Company invests in bonds, such investments are also classified as available-for-sale and recorded at fair value in its consolidated balance sheets based on quoted prices in active markets.
The Company's derivative financial instruments are recorded at fair value in its consolidated balance sheets and are valued using pricing models that are primarily based on market observable external inputs, including spot and forward currency exchange rates, benchmark interest rates, and discount rates consistent with the instrument's tenor, and consider the impact of the Company's own credit risk, if any. Changes in counterparty credit risk are also considered in the valuation of derivative financial instruments.
The Company's cash and cash equivalents, restricted cash, and time deposits are recorded at carrying value, which generally approximates fair value based on Level 1 measurements.
The Company's debt instruments are recorded at their carrying values in its consolidated balance sheets, which may differ from their respective fair values. The fair values of the Senior Notes are estimated based on external pricing data, including available quoted market prices, and with reference to comparable debt instruments with similar interest rates, credit ratings, and trading frequency, among other factors. The fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, are estimated using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's outstanding borrowings. Due to their short-term nature, the fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, generally approximate their carrying values.
The following table summarizes the carrying values and the estimated fair values of the Company's debt instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 29, 2019
|
|
March 30, 2019
|
|
|
Carrying Value
(a)
|
|
Fair Value
(b)
|
|
Carrying Value
(a)
|
|
Fair Value
(b)
|
|
|
(millions)
|
$300 million 2.625% Senior Notes
|
|
$
|
296.2
|
|
|
$
|
300.8
|
|
|
$
|
293.4
|
|
|
$
|
299.1
|
|
$400 million 3.750% Senior Notes
|
|
395.9
|
|
|
423.4
|
|
|
395.7
|
|
|
410.0
|
|
|
|
(a)
|
See
Note 10
for discussion of the carrying values of the Company's senior notes.
|
|
|
(b)
|
Based on Level 2 measurements.
|
Unrealized gains or losses resulting from changes in the fair value of the Company's debt do not result in the realization or expenditure of cash, unless the debt is retired prior to its maturity.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Non-financial Assets and Liabilities
The Company's non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related ROU assets, are not required to be measured at fair value on a recurring basis, and instead are reported at carrying value in its consolidated balance sheet. However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), the respective carrying values of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted and written down to their fair value, as estimated based on consideration of external market participant assumptions.
During the
three-month periods ended
June 29, 2019
and
June 30, 2018
, the Company recorded non-cash impairment adjustments to reduce the carrying values of certain long-lived assets to their estimated fair values. The fair values of these assets were determined based on Level 3 measurements, the related inputs of which included estimates of the amount and timing of the assets' net future discounted cash flows (including any potential sublease income), based on historical experience and consideration of current trends, market conditions, and comparable sales, as applicable.
The following table summarizes non-cash impairment adjustments recorded by the Company during the fiscal periods presented in order to reduce the carrying values of certain long-lived assets to their estimated fair values as of the assessment date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29, 2019
|
|
June 30, 2018
|
Long-Lived Asset Category
|
|
Fair Value
As of Impairment Date
|
|
Total Impairments
|
|
Fair Value
As of Impairment Date
|
|
Total Impairments
|
|
|
(millions)
|
Property and equipment, net
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
Operating lease right-of-use assets
|
|
92.9
|
|
|
225.4
|
|
(a)
|
N/A
|
|
|
N/A
|
|
|
|
(a)
|
Includes
$225.1 million
recorded in connection with the Company's adoption of ASC 2016-02 as of the beginning of the first quarter of Fiscal 2020, which, net of related income tax benefits, reduced its opening retained earnings balance by
$169.4 million
(see
Note 4
).
|
See
Note 7
for additional discussion regarding non-cash impairment charges recorded by the Company within the consolidated statements of operations during the fiscal periods presented.
No
impairment charges associated with goodwill or other intangible assets were recorded during either of the
three-month periods ended
June 29, 2019
or
June 30, 2018
.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
12.
|
Financial Instruments
|
Derivative Financial Instruments
The Company is exposed to changes in foreign currency exchange rates, primarily relating to certain anticipated cash flows and the value of the reported net assets of its international operations, as well as changes in the fair value of its fixed-rate debt obligations attributed to changes in a benchmark interest rate. Consequently, the Company uses derivative financial instruments to manage and mitigate such risks. The Company does not enter into derivative transactions for speculative or trading purposes.
The following table summarizes the Company's outstanding derivative instruments on a gross basis as recorded in its consolidated balance sheets as of
June 29, 2019
and
March 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amounts
|
|
Derivative Assets
|
|
Derivative Liabilities
|
Derivative Instrument
(a)
|
|
June 29,
2019
|
|
March 30,
2019
|
|
June 29,
2019
|
|
March 30,
2019
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
|
|
|
|
Balance
Sheet
Line
(b)
|
|
Fair
Value
|
|
Balance
Sheet
Line
(b)
|
|
Fair
Value
|
|
Balance
Sheet
Line
(b)
|
|
Fair
Value
|
|
Balance
Sheet
Line
(b)
|
|
Fair
Value
|
|
|
(millions)
|
Designated Hedges
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FC — Cash flow hedges
|
|
$
|
646.2
|
|
|
$
|
636.3
|
|
|
PP
|
|
$
|
13.4
|
|
|
PP
|
|
$
|
19.5
|
|
|
(e)
|
|
$
|
5.1
|
|
|
AE
|
|
$
|
2.3
|
|
IRS — Fixed-rate debt
|
|
300.0
|
|
|
300.0
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
ONCL
|
|
3.2
|
|
|
ONCL
|
|
5.9
|
|
Net investment hedges
(c)
|
|
704.5
|
|
|
695.3
|
|
|
ONCA
|
|
9.6
|
|
|
ONCA
|
|
12.2
|
|
|
ONCL
|
|
10.9
|
|
|
ONCL
|
|
6.0
|
|
Total Designated Hedges
|
|
1,650.7
|
|
|
1,631.6
|
|
|
|
|
23.0
|
|
|
|
|
31.7
|
|
|
|
|
19.2
|
|
|
|
|
14.2
|
|
Undesignated Hedges
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FC — Undesignated hedges
(d)
|
|
171.3
|
|
|
146.6
|
|
|
PP
|
|
1.0
|
|
|
PP
|
|
0.3
|
|
|
AE
|
|
0.2
|
|
|
AE
|
|
1.3
|
|
Total Hedges
|
|
$
|
1,822.0
|
|
|
$
|
1,778.2
|
|
|
|
|
$
|
24.0
|
|
|
|
|
$
|
32.0
|
|
|
|
|
$
|
19.4
|
|
|
|
|
$
|
15.5
|
|
|
|
(a)
|
FC = Forward foreign currency exchange contracts; IRS = Interest rate swap contracts.
|
|
|
(b)
|
PP = Prepaid expenses and other current assets; AE = Accrued expenses and other current liabilities; ONCA = Other non-current assets; ONCL = Other non-current liabilities.
|
|
|
(c)
|
Includes cross-currency swaps designated as hedges of the Company's net investment in certain foreign operations.
|
|
|
(d)
|
Primarily includes undesignated hedges of foreign currency-denominated intercompany loans and other intercompany balances.
|
|
|
(e)
|
$3.5 million
included within accrued expenses and other current liabilities and
$1.6 million
included within other non-current liabilities.
|
The Company records and presents the fair values of all of its derivative assets and liabilities in its consolidated balance sheets on a gross basis, even when they are subject to master netting arrangements. However, if the Company were to offset and record the asset and liability balances of all of its derivative instruments on a net basis in accordance with the terms of each of its master netting arrangements, spread across
eight
separate counterparties, the amounts presented in the consolidated balance sheets as of
June 29, 2019
and
March 30, 2019
would be adjusted from the current gross presentation as detailed in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 29, 2019
|
|
March 30, 2019
|
|
|
Gross Amounts Presented in the Balance Sheet
|
|
Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements
|
|
Net
Amount
|
|
Gross Amounts Presented in the Balance Sheet
|
|
Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements
|
|
Net
Amount
|
|
|
(millions)
|
Derivative assets
|
|
$
|
24.0
|
|
|
$
|
(7.9
|
)
|
|
$
|
16.1
|
|
|
$
|
32.0
|
|
|
$
|
(4.8
|
)
|
|
$
|
27.2
|
|
Derivative liabilities
|
|
19.4
|
|
|
(7.9
|
)
|
|
11.5
|
|
|
15.5
|
|
|
(4.8
|
)
|
|
10.7
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company's master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties. See
Note 3
for further discussion of the Company's master netting arrangements.
The following tables summarize the pretax impact of gains and losses from the Company's designated derivative instruments on its consolidated financial statements for the
three-month periods ended
June 29, 2019
and
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
Gains (Losses)
Recognized in OCI
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Designated Hedges:
|
|
|
|
|
FC — Cash flow hedges
|
|
$
|
(4.4
|
)
|
|
$
|
26.1
|
|
Net investment hedges — effective portion
|
|
(10.0
|
)
|
|
37.4
|
|
Net investment hedges — portion excluded from assessment of hedge effectiveness
|
|
2.5
|
|
|
1.8
|
|
Total Designated Hedges
|
|
$
|
(11.9
|
)
|
|
$
|
65.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location and Amount of Gains (Losses)
from Cash Flow Hedges Reclassified from AOCI to Earnings
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
Cost of
goods sold
|
|
Other
expense, net
|
|
Cost of
goods sold
|
|
Other
expense, net
|
|
|
(millions)
|
Total amounts presented in the consolidated statements of operations in which the effects of related cash flow hedges are recorded
|
|
$
|
(508.0
|
)
|
|
$
|
(4.1
|
)
|
|
$
|
(494.9
|
)
|
|
$
|
(2.0
|
)
|
Effects of cash flow hedging:
|
|
|
|
|
|
|
|
|
FC — Cash flow hedges
|
|
6.2
|
|
|
0.2
|
|
|
(6.2
|
)
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (Losses) from Net Investment Hedges
Recognized in Earnings
|
|
Location of Gains (Losses)
Recognized in Earnings
|
|
|
Three Months Ended
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
|
Net Investment Hedges
|
|
|
|
|
|
|
Net investment hedges — portion excluded from assessment of hedge effectiveness
(a)
|
|
$
|
5.0
|
|
|
$
|
4.3
|
|
|
Interest expense
|
Total Net Investment Hedges
|
|
$
|
5.0
|
|
|
$
|
4.3
|
|
|
|
|
|
(a)
|
Amounts recognized in other comprehensive income (loss) ("OCI") related to the effective portion of the Company's net investment hedges would be recognized in earnings only upon the sale or liquidation of the hedged net investment.
|
As of
June 29, 2019
, it is estimated that
$13.6 million
of pretax net gains on both outstanding and matured derivative instruments designated as qualifying cash flow hedges deferred in AOCI will be recognized in earnings over the next twelve months. Amounts ultimately recognized in earnings will depend on exchange rates in effect when outstanding derivative instruments are settled.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the pretax impact of gains and losses from the Company's undesignated derivative instruments on its consolidated financial statements for the
three-month periods ended
June 29, 2019
and
June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (Losses)
Recognized in Earnings
|
|
Location of Gains (Losses)
Recognized in Earnings
|
|
|
Three Months Ended
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
|
Undesignated Hedges:
|
|
|
|
|
|
|
FC — Undesignated hedges
|
|
$
|
1.9
|
|
|
$
|
3.1
|
|
|
Other expense, net
|
Total Undesignated Hedges
|
|
$
|
1.9
|
|
|
$
|
3.1
|
|
|
|
Risk Management Strategies
Forward Foreign Currency Exchange Contracts
The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency, the settlement of foreign currency-denominated balances, and the translation of certain foreign operations' net assets into U.S. dollars. As part of its overall strategy to manage the level of exposure to the risk of foreign currency exchange rate fluctuations, primarily to changes in the value of the Euro, the Japanese Yen, the South Korean Won, the Australian Dollar, the Canadian Dollar, the British Pound Sterling, the Swiss Franc, the Swedish Krona, the Chinese Renminbi, the New Taiwan Dollar, and the Hong Kong Dollar, the Company hedges a portion of its foreign currency exposures anticipated over a
two
-year period. In doing so, the Company uses forward foreign currency exchange contracts that generally have maturities of
two months
to
two years
to provide continuing coverage throughout the hedging period of the respective exposure.
Interest Rate Swap Contract
During Fiscal 2016, the Company entered into a pay-floating rate, receive-fixed rate interest rate swap contract which it designated as a hedge against changes in the fair value of its fixed-rate
2.625%
Senior Notes, attributed to changes in a benchmark interest rate (the "2.625% Interest Rate Swap"). The 2.625% Interest Rate Swap, which matures on
August 18, 2020
and has a notional amount of
$300 million
, swaps the fixed interest rate on the
2.625%
Senior Notes for a variable interest rate based on the 3-month London Interbank Offered Rate ("LIBOR") plus a fixed spread. Changes in the fair value of the 2.625% Interest Rate Swap were offset by changes in the fair value of the
2.625%
Senior Notes attributed to changes in the benchmark interest rate, with no resulting net impact reflected in earnings during any of the fiscal periods presented. The following table summarizes the carrying value of the
2.625%
Senior Notes and the impacts of the related fair value hedging adjustments as of
June 29, 2019
and
March 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value of
the Hedged Item
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Value of the Hedged Item
|
Hedged Item
|
|
Balance Sheet Line in which the Hedged Item is Included
|
|
June 29,
2019
|
|
March 30,
2019
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
|
|
(millions)
|
$300 million 2.625% Senior Notes
|
|
Long-term debt
|
|
$
|
296.2
|
|
|
$
|
293.4
|
|
|
$
|
(3.2
|
)
|
|
$
|
(5.9
|
)
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Cross-Currency Swap Contracts
During Fiscal 2016, the Company entered into a pay-floating rate, receive-floating rate cross-currency swap contract with a notional amount of
€274 million
that was designated as a hedge of its net investment in certain of its European subsidiaries. This cross-currency swap, which matures on
August 18, 2020
, swaps the U.S. Dollar-denominated variable interest rate payments based on 3-month LIBOR plus a fixed spread (as paid under the 2.625% Interest Rate Swap discussed above) for Euro-denominated variable interest rate payments based on 3-month Euro Interbank Offered Rate ("EURIBOR") plus a fixed spread, which, in conjunction with the 2.625% Interest Rate Swap, economically converts the Company's
$300 million
fixed-rate
2.625%
Senior Notes obligation to a
€274 million
floating-rate Euro-denominated obligation.
Additionally, in August 2018, the Company entered into pay-fixed rate, receive-fixed rate cross-currency swap contracts with an aggregate notional amount of
€346 million
that were designated as hedges of its net investment in certain of its European subsidiaries. These contracts, which mature on
September 15, 2025
, swap the U.S. Dollar-denominated fixed interest rate payments on the Company's
3.750%
Senior Notes for Euro-denominated
1.29%
fixed interest rate payments, thereby economically converting the Company's
$400 million
fixed-rate
3.750%
Senior Notes obligation to a
€346 million
fixed-rate
1.29%
Euro-denominated obligation.
See
Note 3
for further discussion of the Company's accounting policies relating to its derivative financial instruments.
Investments
As of
June 29, 2019
, the Company's short-term investments consisted of
$1.093 billion
of time deposits and
$187.7 million
of commercial paper, and its non-current investments consisted of
$34.1 million
of time deposits. As of
March 30, 2019
, the Company's short-term investments consisted of
$1.167 billion
of time deposits and
$236.0 million
of commercial paper, and its non-current investments consisted of
$44.9 million
of time deposits.
No significant realized or unrealized gains or losses on available-for-sale investments or other-than-temporary impairment charges were recorded during any of the fiscal periods presented.
Refer to Note 3 of the Fiscal 2019 10-K for further discussion of the Company's accounting policies relating to its investments.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes ROU assets and lease liabilities recorded on the Company's consolidated balance sheet as of
June 29, 2019
:
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
Location Recorded on Balance Sheet
|
|
|
(millions)
|
|
|
Assets:
|
|
|
|
|
Operating leases
|
|
$
|
1,415.8
|
|
|
Operating lease right-of-use assets
|
Finance leases
|
|
181.2
|
|
|
Property and equipment, net
|
Total lease assets
|
|
$
|
1,597.0
|
|
|
|
Liabilities:
|
|
|
|
|
Operating leases
:
|
|
|
|
|
Current portion
|
|
$
|
293.8
|
|
|
Current portion of operating lease liabilities
|
Non-current portion
|
|
1,483.9
|
|
|
Long-term
operating lease liabilities
|
Total operating lease liabilities
|
|
1,777.7
|
|
|
|
Finance leases
:
|
|
|
|
|
Current portion
|
|
11.0
|
|
|
Accrued expenses and other current liabilities
|
Non-current portion
|
|
199.4
|
|
|
Other non-current liabilities
|
Total finance lease liabilities
|
|
210.4
|
|
|
|
Total lease liabilities
|
|
$
|
1,988.1
|
|
|
|
The following table summarizes the composition of net lease cost for the three months ended
June 29, 2019
:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
June 29,
2019
|
|
Location Recorded in Earnings
|
|
|
(millions)
|
|
|
Operating lease cost
|
|
$
|
78.6
|
|
|
(a)
|
Finance lease costs
:
|
|
|
|
|
Depreciation of leased assets
|
|
4.2
|
|
|
SG&A expenses
|
Accretion of lease liabilities
|
|
1.9
|
|
|
Interest expense
|
Variable lease cost
|
|
78.0
|
|
|
(b)
|
Short-term lease cost
|
|
1.7
|
|
|
SG&A expenses
|
Sublease income
|
|
(0.9
|
)
|
|
Restructuring and other charges
|
Total lease cost
|
|
$
|
163.5
|
|
|
|
|
|
(a)
|
$0.8 million
included within cost of goods sold,
$76.0 million
included within SG&A expenses, and
$1.8 million
included within restructuring and other charges.
|
|
|
(b)
|
$1.6 million
included within cost of goods sold,
$75.9 million
included within SG&A expenses, and
$0.5 million
included within restructuring and other charges.
|
In accordance with lease accounting guidance in effect prior to its adoption of ASU 2016-02, the Company recognized rent expense of approximately
$112 million
, net of insignificant sublease income, related to its operating leases during the three months ended June 30, 2018, which included contingent rental charges of approximately
$48 million
. Such amounts do not include expense recognized related to non-lease components.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes certain cash flow information related to the Company's leases for the three months ended
June 29, 2019
:
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
|
(millions)
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
|
$
|
96.8
|
|
Operating cash flows from finance leases
|
|
1.8
|
|
Financing cash flows from finance leases
|
|
4.9
|
|
See
Note 19
for supplemental non-cash information related to ROU assets obtained in exchange for new lease liabilities.
The following table provides a maturity analysis summary of the Company's lease liabilities recorded on the consolidated balance sheet as of
June 29, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
June 29, 2019
|
|
|
Operating
Leases
|
|
Finance
Leases
|
|
|
(millions)
|
Remainder of Fiscal 2020
|
|
$
|
242.1
|
|
|
$
|
14.1
|
|
Fiscal 2021
|
|
329.3
|
|
|
18.7
|
|
Fiscal 2022
|
|
287.7
|
|
|
23.3
|
|
Fiscal 2023
|
|
252.1
|
|
|
22.5
|
|
Fiscal 2024
|
|
225.8
|
|
|
22.5
|
|
Fiscal 2025 and thereafter
|
|
596.4
|
|
|
176.1
|
|
Total lease payments
|
|
1,933.4
|
|
|
277.2
|
|
Less: interest
|
|
(155.7
|
)
|
|
(66.8
|
)
|
Total lease liabilities
|
|
$
|
1,777.7
|
|
|
$
|
210.4
|
|
Additionally, the Company had approximately
$92 million
of future payment obligations related to executed lease agreements for which the related lease has not yet commenced as of
June 29, 2019
.
The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates related to the Company's operating and finance leases recorded on the consolidated balance sheet as of
June 29, 2019
:
|
|
|
|
|
|
|
|
|
|
June 29, 2019
|
|
|
Operating
Leases
|
|
Finance
Leases
|
Weighted-average remaining lease term (years)
|
|
7.0
|
|
|
13.1
|
|
Weighted-average discount rate
|
|
2.1
|
%
|
|
4.1
|
%
|
See
Note 3
for discussion of the Company's accounting policies related to its leasing activities.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
14.
|
Commitments and Contingencies
|
The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademark and other intellectual property, licensing, importation and exportation of its products, taxation, unclaimed property, and employee relations. The Company believes at present that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on its consolidated financial statements. However, the Company's assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.
In the normal course of business, the Company enters into agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past, and does not currently anticipate incurring any material indemnification payments.
Class B Common Stock Conversion
During the
three months ended
June 29, 2019
, the Lauren Family, L.L.C., a limited liability company managed by the children of Mr. Ralph Lauren, converted
0.5 million
shares of Class B common stock into an equal number of shares of Class A common stock pursuant to the terms of the security. These conversions occurred in advance of a sales plan providing for the sale of such shares of Class A common stock pursuant to Rule 10b5-1 subject to the conditions set forth therein. These transactions resulted in a reclassification within equity and had no effect on the Company's consolidated balance sheets.
Common Stock Repurchase Program
A summary of the Company's repurchases of Class A common stock under its common stock repurchase program is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Cost of shares repurchased
|
|
$
|
150.0
|
|
|
$
|
100.0
|
|
Number of shares repurchased
|
|
1.3
|
|
|
0.7
|
|
On
May 13, 2019
, the Company's Board of Directors approved an expansion of the Company's existing common stock repurchase program that allows it to repurchase up to an additional
$600 million
of Class A Common stock. As of
June 29, 2019
, the remaining availability under the Company's Class A common stock repurchase program was approximately
$1.080 billion
. Repurchases of shares of Class A common stock are subject to overall business and market conditions.
In addition, during the
three-month periods ended
June 29, 2019
and
June 30, 2018
,
0.4 million
and
0.2 million
shares of Class A common stock, respectively, at a cost of
$41.1 million
and
$30.0 million
, respectively, were surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards under the Company's 1997 Long-Term Stock Incentive Plan, as amended (the "1997 Incentive Plan"), and its Amended and Restated 2010 Long-Term Stock Incentive Plan (the "2010 Incentive Plan").
Repurchased and surrendered shares are accounted for as treasury stock at cost and held in treasury for future use.
Dividends
Since 2003, the Company has maintained a regular quarterly cash dividend program on its common stock. On
May 13, 2019
, the Company's Board of Directors approved an increase to the Company's quarterly cash dividend on its common stock from
$0.625
to
$0.6875
per share. The
first quarter
Fiscal
2020
dividend of
$0.6875
per share was declared on
May 14, 2019
, was payable to stockholders of record at the close of business on
June 28, 2019
, and was paid on
July 12, 2019
. Dividends paid amounted to
$48.8 million
and
$40.6 million
during the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
16.
|
Accumulated Other Comprehensive Income (Loss)
|
The following table presents OCI activity, net of tax, which is accumulated in equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Gains (Losses)
(a)
|
|
Net Unrealized Gains (Losses) on Cash Flow Hedges
(b)
|
|
Net Unrealized Gains (Losses) on Defined
Benefit Plans
(c)
|
|
Total Accumulated Other Comprehensive Income (Loss)
|
|
|
(millions)
|
Balance at March 31, 2018
|
|
$
|
(79.3
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(98.5
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
OCI before reclassifications
|
|
(30.7
|
)
|
|
23.3
|
|
|
0.2
|
|
|
(7.2
|
)
|
Amounts reclassified from AOCI to earnings
|
|
—
|
|
|
4.4
|
|
|
(0.1
|
)
|
|
4.3
|
|
Other comprehensive income (loss), net of tax
|
|
(30.7
|
)
|
|
27.7
|
|
|
0.1
|
|
|
(2.9
|
)
|
Balance at June 30, 2018
|
|
$
|
(110.0
|
)
|
|
$
|
11.7
|
|
|
$
|
(3.1
|
)
|
|
$
|
(101.4
|
)
|
|
|
|
|
|
|
|
|
|
Balance at March 30, 2019
|
|
$
|
(118.5
|
)
|
|
$
|
20.2
|
|
|
$
|
(5.1
|
)
|
|
$
|
(103.4
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
OCI before reclassifications
|
|
8.9
|
|
|
(3.9
|
)
|
|
(0.1
|
)
|
|
4.9
|
|
Amounts reclassified from AOCI to earnings
|
|
(4.9
|
)
|
|
(5.8
|
)
|
|
—
|
|
|
(10.7
|
)
|
Other comprehensive income (loss), net of tax
|
|
4.0
|
|
|
(9.7
|
)
|
|
(0.1
|
)
|
|
(5.8
|
)
|
Balance at June 29, 2019
|
|
$
|
(114.5
|
)
|
|
$
|
10.5
|
|
|
$
|
(5.2
|
)
|
|
$
|
(109.2
|
)
|
|
|
(a)
|
OCI before reclassifications to earnings related to foreign currency translation gains (losses) includes an income tax benefit of
$2.0 million
for the
three months ended
June 29, 2019
, and includes an income tax provision of
$4.6 million
for the
three months ended
June 30, 2018
. OCI before reclassifications to earnings for the
three-month periods ended
June 29, 2019
and
June 30, 2018
includes a loss of
$5.7 million
(net of a
$1.8 million
income tax benefit) and a gain of
$29.8 million
(net of a
$9.4 million
income tax provision), respectively, related to changes in the fair values of instruments designated as hedges of the Company's net investment in certain foreign operations (see
Note 12
). Amounts reclassified from AOCI to earnings related to foreign currency translation gains (losses) for the
three months ended
June 29, 2019
relate to the reclassification to retained earnings of income tax effects stranded in AOCI (see
Note 4
).
|
|
|
(b)
|
OCI before reclassifications to earnings related to net unrealized gains (losses) on cash flow hedges are presented net of an income tax benefit of
$0.5 million
and an income tax provision of
$2.8 million
for the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively. The tax effects on amounts reclassified from AOCI to earnings are presented in a table below.
|
|
|
(c)
|
Activity is presented net of taxes, which were immaterial for both periods presented.
|
The following table presents reclassifications from AOCI to earnings for cash flow hedges, by component:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Location of
Gains (Losses)
Reclassified from AOCI
to Earnings
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
|
Gains (losses) on cash flow hedges
(a)
:
|
|
|
|
|
|
|
FC — Cash flow hedges
|
|
$
|
6.2
|
|
|
$
|
(6.2
|
)
|
|
Cost of goods sold
|
FC — Cash flow hedges
|
|
0.2
|
|
|
1.4
|
|
|
Other expense, net
|
Tax effect
|
|
(0.6
|
)
|
|
0.4
|
|
|
Income tax provision
|
Net of tax
|
|
$
|
5.8
|
|
|
$
|
(4.4
|
)
|
|
|
|
|
(a)
|
FC = Forward foreign currency exchange contracts.
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
17.
|
Stock-based Compensation
|
On August 1, 2019, the Company's shareholders approved the 2019 Long-Term Stock Incentive Plan (the "2019 Incentive Plan"), which replaced the Company's Amended and Restated 2010 Long-Term Stock Incentive Plan (the "2010 Incentive Plan"). The 2019 Incentive Plan provides for
1.2 million
of new shares authorized for issuance to the participants, in addition to the approximately
3.0 million
shares that remained available for issuance under the 2010 Incentive Plan. In addition, any outstanding awards under the 2010 Incentive Plan or the Company's 1997 Long-Term Stock Incentive Plan (the "1997 Incentive Plan") that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes, will become available for issuance under the 2019 Incentive Plan. The 2019 Incentive Plan became effective August 1, 2019 and no further grants will be made under the 2010 Incentive Plan. Outstanding awards issued prior to August 1, 2019 will continue to remain subject to the terms of the 2010 Incentive Plan or 1997 Incentive Plan, as applicable. Stock-based compensation awards that may be made under the 2019 Incentive Plan include, but are not limited to, (i) stock options, (ii) restricted stock, and (iii) RSUs.
Refer to Note 17 of the Fiscal 2019 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance and market conditions, and payout percentages.
Impact on Results
A summary of total stock-based compensation expense recorded within SG&A expenses and the related income tax benefits recognized during the
three-month periods ended
June 29, 2019
and
June 30, 2018
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Compensation expense
|
|
$
|
23.0
|
|
|
$
|
21.5
|
|
Income tax benefit
|
|
(3.6
|
)
|
|
(3.2
|
)
|
The Company issues its annual grants of stock-based compensation awards in the first half of each fiscal year. Due to the timing of the annual grants and other factors, including the timing and magnitude of forfeiture and performance goal achievement adjustments, as well as changes to the size and composition of the eligible employee population, stock-based compensation expense recognized during any given fiscal period is not indicative of the level of compensation expense expected to be incurred in future periods.
Stock Options
A summary of stock option activity under all plans during the
three months ended
June 29, 2019
is as follows:
|
|
|
|
|
|
|
Number of Options
|
|
|
(thousands)
|
Options outstanding at March 30, 2019
|
|
834
|
|
Granted
|
|
—
|
|
Exercised
|
|
—
|
|
Cancelled/Forfeited
|
|
(59
|
)
|
Options outstanding at June 29, 2019
|
|
775
|
|
Restricted Stock Awards and Service-based RSUs
The fair values of restricted stock awards granted to non-employee directors are determined based on the fair value of the Company's Class A common stock on the date of grant. No such awards were granted during the
three-month periods ended
June 29, 2019
and
June 30, 2018
. Effective beginning Fiscal 2019, non-employee directors are now granted service-based RSUs in lieu of restricted shares.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair values of service-based RSUs granted to certain of the Company's senior executives and other employees, as well as non-employee directors, are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue while outstanding and unvested. The weighted-average grant date fair values of service-based RSU awards granted were
$109.72
and
$107.38
per share during the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively.
A summary of restricted stock and service-based RSU activity during the
three months ended June 29, 2019
is as follows:
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
Restricted Stock
|
|
Service-based RSUs
|
|
|
(thousands)
|
Unvested at March 30, 2019
|
|
10
|
|
|
1,112
|
|
Granted
|
|
—
|
|
|
375
|
|
Vested
|
|
(6
|
)
|
|
(380
|
)
|
Forfeited
|
|
—
|
|
|
(39
|
)
|
Unvested at June 29, 2019
|
|
4
|
|
|
1,068
|
|
Performance-based RSUs
The fair values of the Company's performance-based RSUs granted to its senior executives and other key employees are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue while outstanding and unvested. The weighted-average grant date fair values of performance-based RSUs granted was
$102.69
per share during the
three months ended
June 29, 2019
. No such awards were granted during the
three months ended
June 30, 2018
.
A summary of performance-based RSU activity during the
three months ended June 29, 2019
is as follows:
|
|
|
|
|
|
|
Number of
Performance-based
RSUs
|
|
|
(thousands)
|
Unvested at March 30, 2019
|
|
1,011
|
|
Granted
|
|
31
|
|
Change due to performance condition achievement
|
|
123
|
|
Vested
|
|
(482
|
)
|
Forfeited
|
|
—
|
|
Unvested at June 29, 2019
|
|
683
|
|
Market-based RSUs
The Company grants market-based RSUs, which are based on TSR performance, to its senior executives and other key employees. The Company estimates the fair value of its TSR awards on the date of grant using a Monte Carlo simulation, which models multiple stock price paths of the Company's Class A common stock and that of its peer group to evaluate and determine its ultimate expected relative TSR performance ranking, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue while outstanding and unvested. The weighted-average grant date fair values of market-based RSUs granted was
$139.02
per share during the
three months ended
June 29, 2019
. No such awards were granted during the
three months ended
June 30, 2018
.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of market-based RSU activity during the
three months ended June 29, 2019
is as follows:
|
|
|
|
|
|
|
Number of
Market-based RSUs
|
|
|
(thousands)
|
Unvested at March 30, 2019
|
|
76
|
|
Granted
|
|
3
|
|
Change due to market condition achievement
|
|
—
|
|
Vested
|
|
—
|
|
Forfeited
|
|
—
|
|
Unvested at June 29, 2019
|
|
79
|
|
The Company has
three
reportable segments based on its business activities and organization:
|
|
•
|
North America
— The North America segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in the U.S. and Canada, excluding Club Monaco. In North America, the Company's wholesale business is comprised primarily of sales to department stores, and to a lesser extent, specialty stores. The Company's retail business in North America is comprised of its Ralph Lauren stores, its factory stores, and its digital commerce site, www.RalphLauren.com.
|
|
|
•
|
Europe
— The Europe segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in Europe, the Middle East, and Latin America, excluding Club Monaco. In Europe, the Company's wholesale business is comprised of a varying mix of sales to both department stores and specialty stores, depending on the country. The Company's retail business in Europe is comprised of its Ralph Lauren stores, its factory stores, its concession-based shop-within-shops, and its various digital commerce sites.
|
|
|
•
|
Asia
— The Asia segment primarily consists of sales of Ralph Lauren branded apparel, footwear, accessories, home furnishings, and related products made through the Company's wholesale and retail businesses in Asia, Australia, and New Zealand. The Company's retail business in Asia is comprised of its Ralph Lauren stores, its factory stores, its concession-based shop-within-shops, and its digital commerce site, www.RalphLauren.cn, which launched in September 2018. In addition, the Company sells its products online through various third-party digital partner commerce sites. In Asia, the Company's wholesale business is comprised primarily of sales to department stores, with related products distributed through shop-within-shops.
|
No operating segments were aggregated to form the Company's reportable segments. In addition to these reportable segments, the Company also has other non-reportable segments, which primarily consist of (i) sales of Club Monaco branded products made through its retail businesses in the U.S., Canada, and Europe, and its licensing alliances in Europe and Asia, and (ii) royalty revenues earned through its global licensing alliances, excluding Club Monaco.
The Company's segment reporting structure is consistent with how it establishes its overall business strategy, allocates resources, and assesses performance of its business. The accounting policies of the Company's segments are consistent with those described in Notes 2 and 3 of the Fiscal 2019 10-K. Sales and transfers between segments are generally recorded at cost and treated as transfers of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Each segment's performance is evaluated based upon net revenues and operating income before restructuring-related charges, impairment of assets, and certain other one-time items, if any. Certain corporate overhead expenses related to global functions, most notably the Company's executive office, information technology, finance and accounting, human resources, and legal departments, largely remain at corporate. Additionally, other costs that cannot be allocated to the segments based on specific usage are also maintained at corporate, including corporate advertising and marketing expenses, depreciation and amortization of corporate assets, and other general and administrative expenses resulting from corporate-level activities and projects.
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Effective beginning in the first quarter of Fiscal 2020, operating results related to the Company's business in Latin America are included within its Europe segment due to a change in the way in which the Company manages this business. Previously, such results were included within the Company's other non-reportable segments. All prior period segment information has been recast to reflect this change on a comparative basis.
Net revenues and operating income for each of the Company's segments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Net revenues:
|
|
|
|
|
North America
|
|
$
|
719.4
|
|
|
$
|
697.6
|
|
Europe
|
|
360.8
|
|
|
355.3
|
|
Asia
|
|
258.6
|
|
|
248.0
|
|
Other non-reportable segments
|
|
90.0
|
|
|
89.7
|
|
Total net revenues
|
|
$
|
1,428.8
|
|
|
$
|
1,390.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Operating income
(a)
:
|
|
|
|
|
North America
|
|
$
|
157.9
|
|
|
$
|
159.9
|
|
Europe
|
|
79.4
|
|
|
73.7
|
|
Asia
|
|
48.1
|
|
|
42.7
|
|
Other non-reportable segments
|
|
32.9
|
|
|
31.0
|
|
|
|
318.3
|
|
|
307.3
|
|
Unallocated corporate expenses
|
|
(145.4
|
)
|
|
(154.8
|
)
|
Unallocated restructuring and other charges
(b)
|
|
(29.6
|
)
|
|
(22.4
|
)
|
Total operating income
|
|
$
|
143.3
|
|
|
$
|
130.1
|
|
|
|
(a)
|
Segment operating income and unallocated corporate expenses during the
three-month periods ended
June 29, 2019
and
June 30, 2018
included certain restructuring-related inventory charges (see
Note 8
) and asset impairment charges (see
Note 7
), which are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
Restructuring-related inventory charges:
|
|
|
|
|
|
Europe
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
Asia
|
|
(0.5
|
)
|
|
—
|
|
|
Total restructuring-related inventory charges
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
Asset impairment charges:
|
|
|
|
|
|
Europe
|
|
$
|
—
|
|
|
$
|
(1.0
|
)
|
|
Asia
|
|
—
|
|
|
(0.2
|
)
|
|
Unallocated corporate expenses
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
Total asset impairment charges
|
|
$
|
(1.2
|
)
|
|
$
|
(1.3
|
)
|
|
|
(b)
|
The
three-month periods ended
June 29, 2019
and
June 30, 2018
included certain unallocated restructuring and other charges (see
Note 8
), which are detailed below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
|
(millions)
|
|
Unallocated restructuring and other charges:
|
|
|
|
|
|
North America-related
|
|
$
|
(0.7
|
)
|
|
$
|
(2.9
|
)
|
|
Europe-related
|
|
(1.8
|
)
|
|
(5.0
|
)
|
|
Asia-related
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
Other non-reportable segment-related
|
|
—
|
|
|
(0.8
|
)
|
|
Corporate-related
|
|
(4.0
|
)
|
|
(5.9
|
)
|
|
Unallocated restructuring charges
|
|
(7.0
|
)
|
|
(14.7
|
)
|
|
Other charges (see Note 8)
|
|
(22.6
|
)
|
|
(7.7
|
)
|
|
Total unallocated restructuring and other charges
|
|
$
|
(29.6
|
)
|
|
$
|
(22.4
|
)
|
Depreciation and amortization expense for the Company's segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Depreciation and amortization:
|
|
|
|
|
North America
|
|
$
|
18.9
|
|
|
$
|
19.8
|
|
Europe
|
|
7.6
|
|
|
8.4
|
|
Asia
|
|
15.0
|
|
|
12.6
|
|
Other non-reportable segments
|
|
1.3
|
|
|
1.9
|
|
Unallocated corporate expenses
|
|
23.4
|
|
|
24.1
|
|
Unallocated restructuring and other charges (see Note 8)
|
|
—
|
|
|
3.5
|
|
Total depreciation and amortization
|
|
$
|
66.2
|
|
|
$
|
70.3
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Net revenues by geographic location of the reporting subsidiary are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Net revenues
(a)
:
|
|
|
|
|
The Americas
(b)
|
|
$
|
810.4
|
|
|
$
|
789.4
|
|
Europe
(c)
|
|
359.5
|
|
|
352.8
|
|
Asia
(d)
|
|
258.9
|
|
|
248.4
|
|
Total net revenues
|
|
$
|
1,428.8
|
|
|
$
|
1,390.6
|
|
|
|
(a)
|
Net revenues for certain of the Company's licensed operations are included within the geographic location of the reporting subsidiary which holds the respective license.
|
|
|
(b)
|
Includes the U.S., Canada, and Latin America. Net revenues earned in the U.S. during the
three-month periods ended
June 29, 2019
and
June 30, 2018
were
$760.1 million
and
$738.9 million
, respectively.
|
|
|
(c)
|
Includes the Middle East.
|
|
|
(d)
|
Includes Australia and New Zealand.
|
|
|
19.
|
Additional Financial Information
|
Reconciliation of Cash, Cash Equivalents, and Restricted Cash
A reconciliation of cash, cash equivalents, and restricted cash as of
June 29, 2019
and
March 30, 2019
from the consolidated balance sheets to the consolidated statements of cash flows is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
June 29,
2019
|
|
March 30,
2019
|
|
|
(millions)
|
Cash and cash equivalents
|
|
$
|
648.4
|
|
|
$
|
584.1
|
|
Restricted cash included within prepaid expenses and other current assets
|
|
34.9
|
|
|
11.9
|
|
Restricted cash included within other non-current assets
|
|
8.1
|
|
|
30.5
|
|
Total cash, cash equivalents, and restricted cash
|
|
$
|
691.4
|
|
|
$
|
626.5
|
|
Amounts included in restricted cash relate to cash held in escrow with certain banks as collateral, primarily to secure guarantees in connection with certain international tax matters and real estate leases.
Cash Interest and Taxes
Cash paid for interest and income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
June 29,
2019
|
|
June 30,
2018
|
|
|
(millions)
|
Cash paid for interest
|
|
$
|
2.4
|
|
|
$
|
3.0
|
|
Cash paid for income taxes
|
|
22.3
|
|
|
3.3
|
|
RALPH LAUREN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Non-cash Transactions
Operating and finance lease ROU assets obtained in exchange for new lease liabilities were
$17.7 million
and
$64.0 million
, respectively, during the
three months ended
June 29, 2019
.
Non-cash investing activities also included capital expenditures incurred but not yet paid of
$44.2 million
and
$29.1 million
for the
three-month periods ended
June 29, 2019
and
June 30, 2018
, respectively.
Non-cash financing activities included the conversion of
0.5 million
shares of Class B common stock into an equal number of shares of Class A common stock during the
three months ended
June 29, 2019
, as discussed in
Note 15
.
There were no other significant non-cash investing or financing activities for any of the fiscal periods presented.