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x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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New York
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13-0544597
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common stock (par value $.25)
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New York Stock Exchange
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Item
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Page
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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59
- 60
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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67
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•
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our ability to improve our financial and operational performance and execute fully our global business strategy, including our ability to implement the key initiatives of, and/or realize the projected benefits (in the amounts and time schedules we expect) from, our transformation plan, stabilization strategies, cost savings initiatives, restructuring and other initiatives, product mix and pricing strategies, enterprise resource planning, customer service initiatives, sales and operation planning process, outsourcing strategies, Internet platform and technology strategies including e-commerce, marketing and advertising strategies, information technology and related system enhancements and cash management, tax, foreign currency hedging and risk management strategies, and any plans to invest these projected benefits ahead of future growth;
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•
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our broad-based geographic portfolio, which is heavily weighted towards emerging markets, a general economic downturn, a recession globally or in one or more of our geographic regions or markets, such as Brazil, Mexico or Russia, or sudden disruption in business conditions, and the ability to withstand an economic downturn, recession, cost inflation, commodity cost pressures, economic or political instability (including fluctuations in foreign exchange rates), competitive or other market pressures or conditions;
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•
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the effect of economic factors, including inflation and fluctuations in interest rates and foreign currency exchange rates;
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•
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the possibility of business disruption in connection with our transformation plan, stabilization strategies, cost savings initiatives, or restructuring and other initiatives;
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•
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our ability to reverse declining revenue, margins and net income, and to achieve profitable growth, particularly in our largest markets, such as Brazil, and developing and emerging markets, such as Mexico and Russia;
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•
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our ability to improve working capital and effectively manage doubtful accounts and inventory and implement initiatives to reduce inventory levels, including the potential impact on cash flows and obsolescence;
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•
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our ability to reverse declines in Active Representatives, to enhance our sales Leadership programs, to generate Representative activity, to increase the number of consumers served per Representative and their engagement online, to enhance branding and the Representative and consumer experience and increase Representative productivity through field activation and segmentation programs and technology tools and enablers, to invest in the direct-selling channel, to offer a more social selling experience, and to compete with other direct-selling organizations to recruit, retain and service Representatives and to continue to innovate the direct-selling model;
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•
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general economic and business conditions in our markets, including social, economic and political uncertainties, such as in Russia and Ukraine, and any potential sanctions, restrictions or responses to such conditions imposed by other markets in which we operate;
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•
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our ability to successfully complete (i) the planned separation of our North America business into a privately-held company that will be majority-owned and managed by Cleveland NA Investor LLC (an affiliate of Cerberus Capital Management L.P. ("Cerberus")) (the "Separation") and (ii) the preferred stock investment by Cleveland Apple Investor LLC (an affiliate of Cerberus) in the Company and the resulting interest Cerberus will have in our Company, as described herein in each case;
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•
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developments in or consequences of any investigations and compliance reviews, and any litigation related thereto, including the investigations and compliance reviews of Foreign Corrupt Practices Act ("FCPA") and related United States ("U.S.") and foreign law matters in China and additional countries, as well as any disruption or adverse consequences
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•
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the effect of political, legal, tax, including changes in tax rates, and other regulatory risks imposed on us abroad and in the U.S., our operations or our Representatives, including foreign exchange, pricing, data privacy or other restrictions, the adoption, interpretation and enforcement of foreign laws, including in jurisdictions such as Brazil, Russia, Venezuela and Argentina, and any changes thereto, as well as reviews and investigations by government regulators that have occurred or may occur from time to time, including, for example, local regulatory scrutiny in Venezuela;
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•
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competitive uncertainties in our markets, including competition from companies in the consumer packaged goods industry, some of which are larger than we are and have greater resources;
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•
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the impact of the adverse effect of volatile energy, commodity and raw material prices, changes in market trends, purchasing habits of our consumers and changes in consumer preferences, particularly given the global nature of our business and the conduct of our business in primarily one channel;
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•
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our ability to attract and retain key personnel;
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•
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other sudden disruption in business operations beyond our control as a result of events such as acts of terrorism or war, natural disasters, pandemic situations, large-scale power outages and similar events;
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•
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key information technology systems, process or site outages and disruptions, and any cyber security breaches, including any security breach of our systems or those of a third-party provider that results in the theft, transfer or unauthorized disclosure of Representative, customer, employee or Company information or compliance with information security and privacy laws and regulations in the event of such an incident which could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations, and related costs to address such malicious intentional acts and to implement adequate preventative measures against cyber security breaches;
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•
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the risk of product or ingredient shortages resulting from our concentration of sourcing in fewer suppliers;
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•
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any changes to our credit ratings and the impact of such changes on our financing costs, rates, terms, debt service obligations, access to lending sources and working capital needs;
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•
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the impact of our indebtedness, our access to cash and financing, and our ability to secure financing or financing at attractive rates and terms and conditions;
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•
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the impact of a continued decline in our business results, which includes the impact of any adverse foreign exchange movements, significant restructuring charges and significant legal settlements or judgments, on our ability to comply with certain covenants in our revolving credit facility;
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•
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the impact of the transfer of certain pension obligations in connection with the Separation and the impact of possible pension funding obligations, increased pension expense and any changes in pension standards and regulations or interpretations thereof on our cash flow and results of operations;
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•
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our ability to successfully identify new business opportunities, strategic alliances and strategic alternatives and identify and analyze alliance candidates, secure financing on favorable terms and negotiate and consummate alliances;
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•
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disruption in our supply chain or manufacturing and distribution operations;
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•
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the quality, safety and efficacy of our products;
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•
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the success of our research and development activities;
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•
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our ability to protect our intellectual property rights, including in connection with the Separation;
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•
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our ability to pay dividends on or mandatorily redeem the Series C Preferred Stock (as defined herein) issued in connection with the Separation; and
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•
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the risk of an adverse outcome in any material pending and future litigation or with respect to the legal status of Representatives.
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2015
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2014
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2013
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|||
Beauty
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74
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%
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75
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%
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75
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%
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Fashion & Home
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26
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%
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25
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%
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25
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%
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•
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implement our transformation plan, stabilization strategies, cost savings initiatives, restructuring and other initiatives, and achieve anticipated savings and benefits from such programs and initiatives;
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•
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reverse declines in our revenue performance and market share, and strengthen our brand image;
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•
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implement appropriate pricing strategies and product mix that are more aligned with the preferences of local markets and achieve anticipated benefits from these strategies;
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•
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reduce costs and effectively manage our cost base, particularly selling, general and administrative ("SG&A") expenses;
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•
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improve our business in the markets where we operate, including through improving field health, improving our brochure and creating a sustainable cost base;
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•
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execute investments in information technology ("IT") infrastructure and realize efficiencies across our supply chain, marketing processes, sales model and organizational structure;
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•
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implement and continue to innovate our Internet platform, technology strategies and customer service initiatives;
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•
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effectively manage our outsourcing activities;
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•
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offer a more compelling social selling experience, including the roll-out of e-commerce in certain markets;
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•
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improve our marketing and advertising, including our brochures and our social media presence;
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•
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improve working capital, effectively manage inventory and implement initiatives to reduce inventory levels, including the potential impact on cash flows and obsolescence;
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•
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secure financing at attractive rates, maintain appropriate capital investment, capital structure and cash flow levels and implement cash management, tax, foreign currency hedging and risk management strategies;
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•
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reverse declines in Active Representatives and Representative satisfaction by successfully reducing campaign complexity, enhancing our sales Leadership program, the Representative experience and earnings potential and improving our brand image;
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•
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increase the productivity of Representatives through successful implementation of segmentation, field activation programs and technology tools and enablers and other investments in the direct-selling channel;
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•
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improve management of our businesses in developing markets, including improving local IT resources and management of local supply chains;
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•
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increase the number of consumers served per Representative and their engagement online, as well as to reach new consumers through a combination of new brands, new businesses, new channels and pursuit of strategic opportunities such as joint ventures and alliances with other companies;
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•
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comply with certain covenants in our revolving credit facility as a result of a continued decline in our business results, which includes the impact of any adverse foreign exchange movements, significant restructuring charges and significant legal or regulatory settlements, obtain necessary waivers from compliance with, or necessary amendments to, such covenants, and address the impact any non-compliance with such covenants may have on our ability to secure financing with favorable terms; and
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•
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estimate and achieve any financial projections concerning, for example, future revenue, profit, cash flow, and operating margin increases and maintain an effective internal control environment as a result of any challenges associated with the implementation of our various plans, strategies and initiatives.
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•
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the possibility that a foreign government might ban, halt or severely restrict our business, including our primary method of direct-selling;
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•
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the possibility that local civil unrest, economic or political instability, bureaucratic delays, changes in macro-economic conditions, changes in diplomatic or trade relationships (including any sanctions, restrictions and other responses such as those related to Russia and Ukraine) or other uncertainties might disrupt our operations in an international market;
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•
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the lack of well-established or reliable legal systems in certain areas where we operate;
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•
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the adoption of new U.S. or Foreign tax legislation or exposure to additional tax liabilities, including exposure to tax assessments without prior notice or the opportunity to review the basis for any such assessments in certain jurisdictions;
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•
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the possibility that a government authority might impose legal, tax or other financial burdens on our Representatives, as direct sellers, or on Avon, due, for example, to the structure of our operations in various markets, or additional taxes on our products, including in Brazil; and
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•
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the possibility that a government authority might challenge the status of our Representatives as independent contractors or impose employment or social taxes on our Representatives.
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•
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limitations on our ability to obtain additional debt or equity financing sufficient to fund growth, such as working capital and capital expenditures requirements or to meet other cash requirements, in particular during periods in which credit markets are weak;
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•
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a further downgrade in our credit ratings, as discussed above;
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•
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a limitation on our flexibility to plan for, or react to, competitive challenges in our business and the beauty industry;
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•
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the possibility that we are put at a competitive disadvantage relative to competitors that do not have as much debt as us, and competitors that may be in a more favorable position to access additional capital resources and withstand economic downturns;
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•
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limitations on our ability to execute business development activities to support our strategies or ability to execute restructuring as necessary; and
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•
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limitations on our ability to invest in recruiting, retaining and servicing our Representatives.
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•
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substantial costs, delays or other operational or financial difficulties, including difficulties in leveraging synergies among the businesses to increase sales and obtain cost savings or achieve expected results;
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•
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difficulties in assimilating acquired operations or products, including the loss of key employees from any acquired businesses and disruption to our direct-selling channel;
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•
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diversion of management’s attention from our core business;
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•
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adverse effects on existing business relationships with suppliers and customers;
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•
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risks of entering markets in which we have limited or no prior experience; and
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•
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reputational and other risks regarding our ability to successfully implement such strategic alliances, including obtaining financing which could dilute the interests of our shareholders, result in an increase in our indebtedness or both.
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•
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variations in operating results;
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•
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developments in connection with any investigations or litigations;
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•
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a change in our credit ratings;
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•
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economic conditions and volatility in the financial markets;
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•
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announcements or significant developments in connection with our business and with respect to beauty and related products or the beauty industry in general;
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•
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actual or anticipated variations in our quarterly or annual financial results;
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•
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unsolicited takeover proposals, proxy contests or other shareholder activism;
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•
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governmental policies and regulations;
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•
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estimates of our future performance or that of our competitors or our industries;
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•
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general economic, political, and market conditions;
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•
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market rumors; and
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•
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factors relating to competitors.
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•
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two manufacturing facilities in Europe, primarily servicing Europe, Middle East & Africa;
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•
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thirteen distribution centers and five administrative offices in Europe, Middle East & Africa; and
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•
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four manufacturing facilities, six distribution centers and one administrative office in Asia Pacific, of which one manufacturing facility is inactive.
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2015
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2014
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||||||||||||||||||||
Quarter
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High
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Low
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Dividends
Declared
and Paid
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High
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Low
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Dividends
Declared
and Paid
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||||||||||||
First
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$
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9.31
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$
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7.28
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$
|
.06
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$
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17.09
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$
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14.28
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$
|
.06
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Second
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9.15
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6.26
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.06
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15.28
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13.30
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|
.06
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||||||
Third
|
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6.64
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3.22
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.06
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|
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14.72
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12.59
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|
|
.06
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||||||
Fourth
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4.50
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2.50
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|
.06
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|
|
12.00
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|
9.11
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|
.06
|
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COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
(1)
|
Among Avon Products, Inc., The S&P 500 Index and
|
2015 Peer Group
(2)
|
|
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2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
Avon
|
|
100.0
|
|
|
62.5
|
|
|
53.6
|
|
|
65.1
|
|
|
36.2
|
|
|
16.4
|
|
S&P 500
|
|
100.0
|
|
|
102.1
|
|
|
118.5
|
|
|
156.8
|
|
|
178.3
|
|
|
180.8
|
|
Peer Group
(2)
|
|
100.0
|
|
|
111.5
|
|
|
121.2
|
|
|
151.9
|
|
|
173.2
|
|
|
167.1
|
|
(1)
|
Total return assumes reinvestment of dividends at the closing price at the end of each quarter.
|
(2)
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The Peer Group includes The Clorox Company, Colgate–Palmolive Company, Estée Lauder Companies, Inc., Kimberly Clark Corp., The Procter & Gamble Company and Revlon, Inc.
|
|
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Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced
Programs
|
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Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program
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|||
10/1/15 – 10/31/15
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10,944
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|
(1)
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$
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3.38
|
|
|
*
|
|
*
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11/1/15 – 11/30/15
|
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24,796
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|
(1)
|
3.99
|
|
|
*
|
|
*
|
|
12/1/15 – 12/31/15
|
|
8,640
|
|
(1)
|
3.24
|
|
|
*
|
|
*
|
|
Total
|
|
44,380
|
|
|
$
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3.70
|
|
|
*
|
|
*
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*
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These amounts are not applicable as the Company does not have a share repurchase program in effect.
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(1)
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All shares were repurchased by the Company in connection with employee elections to use shares to pay withholding taxes upon the vesting of their restricted stock units.
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2015
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|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Statement of Operations Data
|
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|
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|
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||||||||||
Total revenue
|
|
$
|
6,160.5
|
|
|
$
|
7,648.0
|
|
|
$
|
8,496.8
|
|
|
$
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8,810.2
|
|
|
$
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9,227.0
|
|
Operating profit
(1)
|
|
165.0
|
|
|
434.3
|
|
|
539.8
|
|
|
448.2
|
|
|
952.2
|
|
|||||
(Loss) income from continuing operations, net of tax
(1)
|
|
(796.5
|
)
|
|
(344.5
|
)
|
|
67.5
|
|
|
39.8
|
|
|
600.5
|
|
|||||
Diluted (loss) earnings per share from continuing operations
|
|
$
|
(1.81
|
)
|
|
$
|
(.79
|
)
|
|
$
|
.14
|
|
|
$
|
.09
|
|
|
$
|
1.38
|
|
Cash dividends per share
|
|
$
|
.24
|
|
|
$
|
.24
|
|
|
$
|
.24
|
|
|
$
|
.75
|
|
|
$
|
.92
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets*
|
|
$
|
3,779.5
|
|
|
$
|
5,496.8
|
|
|
$
|
6,492.3
|
|
|
$
|
7,382.5
|
|
|
$
|
7,735.0
|
|
Debt maturing within one year
|
|
55.2
|
|
|
121.7
|
|
|
171.2
|
|
|
564.3
|
|
|
838.8
|
|
|||||
Long-term debt
|
|
2,159.6
|
|
|
2,428.7
|
|
|
2,488.1
|
|
|
2,572.3
|
|
|
2,410.7
|
|
|||||
Total debt
|
|
2,214.8
|
|
|
2,550.4
|
|
|
2,659.3
|
|
|
3,136.6
|
|
|
3,249.5
|
|
|||||
Total shareholders’ (deficit) equity
|
|
(1,056.4
|
)
|
|
305.3
|
|
|
1,127.5
|
|
|
1,233.3
|
|
|
1,585.2
|
|
*
|
Total assets at December 31, 2015 and 2014 in the table above exclude the $100.0 receivable from continuing operations that was presented within current assets of discontinued operations.
|
(1)
|
A number of items, shown below, impact the comparability of our operating profit and (loss) income from continuing operations, net of tax. See Note 14, Restructuring Initiatives on pages F-44 through F-48 of our
2015
Annual Report, Note 1, Description of the Business and Summary of Significant Accounting Policies on pages F-9 through F-15 of our
2015
Annual Report, "Results Of Operations - Consolidated" within MD&A on pages 37 through 45, "Segment Review - Latin America" within MD&A on pages 46 through 50, Note 15, Contingencies on pages F-48 through F-50 of our
2015
Annual Report, "Segment Review - Global and Other Expenses" within MD&A on pages 53 through 55, Note 11, Employee
|
|
|
Impact on Operating Profit
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Costs to implement restructuring initiatives
|
|
$
|
49.1
|
|
|
$
|
86.6
|
|
|
$
|
53.4
|
|
|
$
|
94.2
|
|
|
$
|
15.3
|
|
Venezuelan special items
(2)
|
|
120.2
|
|
|
137.1
|
|
|
49.6
|
|
|
—
|
|
|
—
|
|
|||||
FCPA accrual
(3)
|
|
—
|
|
|
46.0
|
|
|
89.0
|
|
|
—
|
|
|
—
|
|
|||||
Pension settlement charge
(4)
|
|
7.3
|
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other items
(5)
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Asset impairment and other charges
(6)
|
|
6.9
|
|
|
—
|
|
|
42.1
|
|
|
44.0
|
|
|
—
|
|
(2)
|
During 2015, 2014 and 2013, our operating profit and operating margin were negatively impacted by devaluations of the Venezuelan currency, combined with being designated as a highly inflationary economy,
|
(3)
|
During 2014, our operating profit and operating margin were negatively impacted by the additional $46 accrual, and during 2013, our operating profit and operating margin were negatively impacted by the $89 accrual, both recorded for the settlements related to the FCPA investigations. See Note 15, Contingencies on pages F-48 through F-50 of our
2015
Annual Report for more information.
|
(4)
|
During 2015, our operating profit and operating margin were negatively impacted by settlement charges associated with the U.S. defined benefit pension plan. As a result of the lump-sum payments made to former employees who were vested and participated in the U.S. defined benefit pension plan, in the third quarter of 2015, we recorded a settlement charge of $23.8. As the settlement threshold was exceeded in the third quarter of 2015, a settlement charge of $4.1 was also recorded in the fourth quarter of 2015, as a result of additional payments from our U.S. defined benefit pension plan. These settlement charges were allocated between Global Expenses and Discontinued Operations.
|
(5)
|
During 2015, our operating profit and operating margin were negatively impacted by transaction-related costs of $3.1 associated with the planned separation of North America that were included in continuing operations.
|
(6)
|
During 2015, our operating profit and operating margin were negatively impacted by a non-cash impairment charge of $6.9 associated with goodwill of our Egypt business. During 2013 and 2012, our operating profit and operating margin were negatively impacted by non-cash impairment charges of $42.1 and $44.0, respectively, associated with goodwill and intangible assets of our China business. See Note 16, Goodwill and Intangible Assets on pages F-50 through F-52 of our
2015
Annual Report for more information on Egypt and China.
|
Performance Metrics
|
|
Definition
|
|
|
|
Change in Active Representatives
|
|
This metric is a measure of Representative activity based on the number of unique Representatives submitting at least one order in a sales campaign, totaled for all campaigns in the related period. To determine the change in Active Representatives, this calculation is compared to the same calculation in the corresponding period of the prior year. Orders in China are excluded from this metric as our business in China is predominantly retail. Liz Earle was also excluded from this calculation as it did not distribute through the direct-selling channel.
|
|
|
|
Change in units sold
|
|
This metric is based on the gross number of pieces of merchandise sold during a period, as compared to the same number in the same period of the prior year. Units sold include samples sold and products contingent upon the purchase of another product (for example, gift with purchase or discount purchase with purchase), but exclude free samples.
|
|
|
|
Change in Average Order
|
|
This metric is a measure of Representative productivity. The calculation is the difference of the year-over-year change in revenue on a Constant $ basis and the Change in Active Representatives. Change in Average Order may be impacted by a combination of factors such as inflation, units, product mix, and/or pricing.
|
|
|
Increase/(Decrease) in
Pension Expense
|
|
Increase/(Decrease) in
Pension Obligation
|
||||||||||||
|
|
50 Basis Point
|
|
50 Basis Point
|
||||||||||||
|
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
Rate of return on assets
|
|
$
|
(5.0
|
)
|
|
$
|
5.0
|
|
|
N/A
|
|
|
N/A
|
|
||
Discount rate
|
|
(6.5
|
)
|
|
6.4
|
|
|
$
|
(91.0
|
)
|
|
$
|
98.1
|
|
||
Rate of compensation increase
|
|
1.0
|
|
|
(1.0
|
)
|
|
6.9
|
|
|
(6.7
|
)
|
|
|
Years ended December 31
|
|
%/Point Change
|
||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs.
2014
|
|
2014 vs.
2013
|
||||||||
Total revenue
|
|
$
|
6,160.5
|
|
|
$
|
7,648.0
|
|
|
$
|
8,496.8
|
|
|
(19
|
)%
|
|
(10
|
)%
|
Cost of sales
|
|
2,445.4
|
|
|
3,006.9
|
|
|
3,172.8
|
|
|
(19
|
)%
|
|
(5
|
)%
|
|||
Selling, general and administrative expenses
|
|
3,543.2
|
|
|
4,206.8
|
|
|
4,742.1
|
|
|
(16
|
)%
|
|
(11
|
)%
|
|||
Impairment of goodwill and intangible assets
|
|
6.9
|
|
|
—
|
|
|
42.1
|
|
|
*
|
|
|
*
|
|
|||
Operating profit
|
|
165.0
|
|
|
434.3
|
|
|
539.8
|
|
|
(62
|
)%
|
|
(20
|
)%
|
|||
Interest expense
|
|
120.5
|
|
|
108.8
|
|
|
117.9
|
|
|
11
|
%
|
|
(8
|
)%
|
|||
Loss on extinguishment of debt
|
|
5.5
|
|
|
—
|
|
|
86.0
|
|
|
*
|
|
|
*
|
|
|||
Interest income
|
|
(12.5
|
)
|
|
(14.8
|
)
|
|
(25.9
|
)
|
|
(16
|
)%
|
|
(43
|
)%
|
|||
Other expense, net
|
|
73.7
|
|
|
139.5
|
|
|
83.9
|
|
|
(47
|
)%
|
|
66
|
%
|
|||
Gain on sale of business
|
|
(44.9
|
)
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
(Loss) income from continuing operations, net of tax
|
|
(796.5
|
)
|
|
(344.5
|
)
|
|
67.5
|
|
|
*
|
|
|
*
|
|
|||
Net loss attributable to Avon
|
|
$
|
(1,148.9
|
)
|
|
$
|
(388.6
|
)
|
|
$
|
(56.4
|
)
|
|
*
|
|
|
*
|
|
Diluted (loss) income per share from continuing operations
|
|
$
|
(1.81
|
)
|
|
$
|
(.79
|
)
|
|
$
|
.14
|
|
|
*
|
|
|
*
|
|
Diluted loss per share attributable to Avon
|
|
$
|
(2.60
|
)
|
|
$
|
(.88
|
)
|
|
$
|
(.13
|
)
|
|
*
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Advertising expenses
(1)
|
|
$
|
128.0
|
|
|
$
|
166.4
|
|
|
$
|
174.3
|
|
|
(23
|
)%
|
|
(5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin
|
|
60.3
|
%
|
|
60.7
|
%
|
|
62.7
|
%
|
|
(.4
|
)
|
|
(2.0
|
)
|
|||
CTI restructuring
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Venezuelan special items
|
|
.5
|
|
|
1.6
|
|
|
.5
|
|
|
(1.1
|
)
|
|
1.1
|
|
|||
Adjusted gross margin
|
|
60.8
|
%
|
|
62.3
|
%
|
|
63.2
|
%
|
|
(1.5
|
)
|
|
(.9
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses as a % of total revenue
(2)
|
|
57.5
|
%
|
|
55.0
|
%
|
|
55.8
|
%
|
|
2.5
|
|
|
(.8
|
)
|
|||
CTI restructuring
|
|
(.8
|
)
|
|
(1.1
|
)
|
|
(.6
|
)
|
|
.3
|
|
|
(.5
|
)
|
|||
Venezuelan special items
|
|
(1.5
|
)
|
|
(.2
|
)
|
|
(.1
|
)
|
|
(1.3
|
)
|
|
(.1
|
)
|
|||
FCPA accrual
|
|
—
|
|
|
(.6
|
)
|
|
(1.0
|
)
|
|
.6
|
|
|
.4
|
|
|||
Pension settlement charge
|
|
(.1
|
)
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|||
Other items
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
|||
Adjusted selling, general and administrative expenses as a % of total revenue
(2)
|
|
55.1
|
%
|
|
52.9
|
%
|
|
54.1
|
%
|
|
2.2
|
|
|
(1.2
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
|
$
|
165.0
|
|
|
$
|
434.3
|
|
|
$
|
539.8
|
|
|
(62
|
)%
|
|
(20
|
)%
|
CTI restructuring
|
|
49.1
|
|
|
86.6
|
|
|
53.4
|
|
|
|
|
|
|||||
Venezuelan special items
|
|
120.2
|
|
|
137.1
|
|
|
49.6
|
|
|
|
|
|
|||||
FCPA accrual
|
|
—
|
|
|
46.0
|
|
|
89.0
|
|
|
|
|
|
|||||
Pension settlement charge
|
|
7.3
|
|
|
9.5
|
|
|
—
|
|
|
|
|
|
|||||
Other items
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Asset impairment and other charges
|
|
6.9
|
|
|
—
|
|
|
42.1
|
|
|
|
|
|
|||||
Adjusted operating profit
|
|
$
|
351.6
|
|
|
$
|
713.5
|
|
|
$
|
773.9
|
|
|
(51
|
)%
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin
(2)
|
|
2.7
|
%
|
|
5.7
|
%
|
|
6.4
|
%
|
|
(3.0
|
)
|
|
(.7
|
)
|
|||
CTI restructuring
|
|
.8
|
|
|
1.1
|
|
|
.6
|
|
|
(.3
|
)
|
|
.5
|
|
|||
Venezuelan special items
|
|
2.0
|
|
|
1.8
|
|
|
.6
|
|
|
.2
|
|
|
1.2
|
|
|||
FCPA accrual
|
|
—
|
|
|
.6
|
|
|
1.0
|
|
|
(.6
|
)
|
|
(.4
|
)
|
|||
Pension settlement charge
|
|
.1
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
|
.1
|
|
|||
Other items
|
|
.1
|
|
|
—
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
|||
Asset impairment and other charges
|
|
.1
|
|
|
—
|
|
|
.5
|
|
|
.1
|
|
|
(.5
|
)
|
|||
Adjusted operating margin
(2)
|
|
5.7
|
%
|
|
9.3
|
%
|
|
9.1
|
%
|
|
(3.6
|
)
|
|
.2
|
|
(1)
|
Advertising expenses are included within selling, general and administrative expenses.
|
(2)
|
Selling, general and administrative expenses and Adjusted selling, general, and administrative expenses as a percentage of revenue, as well as operating margin and Adjusted operating margin, have been impacted as compared to amounts previously reported due to classifying North America within discontinued operations for all periods presented. Global expenses previously allocated to North America will remain in continuing operations, as these represent costs associated with functions of the Company's continuing operations.
|
(3)
|
Change in Constant $ Adjusted operating margin for all years presented is calculated using the current-year Constant $ rates.
|
|
Years ended December 31
|
|
%/Point Change
|
||||||||||
|
2015
|
|
2014
|
|
US$
|
|
Constant $
|
||||||
Beauty:
|
|
|
|
|
|
|
|
||||||
Skincare
|
$
|
1,791.2
|
|
|
$
|
2,281.0
|
|
|
(21
|
)%
|
|
—
|
%
|
Fragrance
|
1,632.8
|
|
|
1,966.3
|
|
|
(17
|
)
|
|
7
|
|
||
Color
|
1,078.1
|
|
|
1,365.1
|
|
|
(21
|
)
|
|
1
|
|
||
Total Beauty
|
4,502.1
|
|
|
5,612.4
|
|
|
(20
|
)
|
|
3
|
|
||
Fashion & Home:
|
|
|
|
|
|
|
|
||||||
Fashion
|
907.8
|
|
|
1,040.4
|
|
|
(13
|
)
|
|
6
|
|
||
Home
|
666.6
|
|
|
819.7
|
|
|
(19
|
)
|
|
4
|
|
||
Total Fashion & Home
|
1,574.4
|
|
|
1,860.1
|
|
|
(15
|
)
|
|
5
|
|
||
Net sales
|
$
|
6,076.5
|
|
|
$
|
7,472.5
|
|
|
(19
|
)
|
|
3
|
|
•
|
a decrease of approximately 270 basis points due to the unfavorable impact of foreign currency transaction losses and foreign currency translation;
|
•
|
a decrease of 40 basis points associated with the net impact of VAT credits in Brazil recognized in revenue in 2014 that did not recur in 2015; and
|
•
|
a decrease of 20 basis points as a result of the IPI tax law on cosmetics in Brazil that went into effect in May 2015.
|
•
|
an increase of 130 basis points due to the favorable net impact of mix and pricing, primarily in Latin America, which includes the realization of price increases in markets experiencing relatively high inflation (Venezuela and Argentina); and
|
•
|
an increase of approximately 60 basis points due to lower supply chain costs, primarily in Europe, Middle East & Africa which was largely due to lower overhead costs.
|
•
|
an increase of approximately 210 basis points due to the unfavorable impact of foreign currency translation and foreign currency transaction losses;
|
•
|
an increase of 60 basis points associated with the net impact of VAT credits in Brazil recognized in revenue in 2014 that did not recur in 2015;
|
•
|
an increase of 60 basis points as a result of the IPI tax law on cosmetics in Brazil, which reduced revenue as we did not raise the prices paid by Representatives to the same extent as the IPI tax; and
|
•
|
an increase of 40 basis points due to higher expenses associated with long-term employee incentive compensation plans as the prior-year period includes the benefit from the reversal of such accruals that did not recur in the current-year period.
|
•
|
a decrease of 160 basis points primarily due to the impact of Constant $ revenue growth with respect to our fixed expenses. In addition, lower fixed expenses, primarily resulting from our cost savings initiatives, mainly reductions in headcount, were largely offset by the inflationary impact on our expenses.
|
Pension and postretirement benefit plan liabilities
|
$
|
236
|
|
Cash to be contributed to the North America business at closing
|
(100
|
)
|
|
Gain on net liability reduction
|
136
|
|
|
Acceleration of pension and postretirement items in AOCI
|
(278
|
)
|
|
Total pension and postretirement related items
|
(142
|
)
|
|
Net assets to be contributed at closing (excluding pension items above)
|
(206
|
)
|
|
Costs to sell
|
(35
|
)
|
|
Implied value of ownership interest in North America business
|
43
|
|
|
Estimated loss on sale
|
$
|
(340
|
)
|
•
|
foreign currency transaction losses (classified within cost of sales, and selling, general and administrative expenses), which had an unfavorable impact to Adjusted operating profit of an estimated $210, or approximately 280 points to Adjusted operating margin;
|
•
|
foreign currency translation, which had an unfavorable impact to Adjusted operating profit of approximately $265 (of which approximately $90 related to Venezuela), or approximately 200 points to Adjusted operating margin; and
|
•
|
lower foreign exchange losses (classified within other expense, net), which had a favorable impact of approximately $10 before tax.
|
|
Years ended December 31
|
|
%/Point Change
|
||||||||||
|
2014
|
|
2013
|
|
US$
|
|
Constant $
|
||||||
Beauty:
|
|
|
|
|
|
|
|
||||||
Skincare
|
$
|
2,281.0
|
|
|
$
|
2,556.7
|
|
|
(11
|
)%
|
|
1
|
%
|
Fragrance
|
1,966.3
|
|
|
2,202.4
|
|
|
(11
|
)
|
|
5
|
|
||
Color
|
1,365.1
|
|
|
1,548.3
|
|
|
(12
|
)
|
|
—
|
|
||
Total Beauty
|
5,612.4
|
|
|
6,307.4
|
|
|
(11
|
)
|
|
2
|
|
||
Fashion & Home:
|
|
|
|
|
|
|
|
||||||
Fashion
|
1,040.4
|
|
|
1,169.7
|
|
|
(11
|
)
|
|
(1
|
)
|
||
Home
|
819.7
|
|
|
902.3
|
|
|
(9
|
)
|
|
6
|
|
||
Total Fashion & Home
|
1,860.1
|
|
|
2,072.0
|
|
|
(10
|
)
|
|
2
|
|
||
Net sales
|
$
|
7,472.5
|
|
|
$
|
8,379.4
|
|
|
(11
|
)
|
|
2
|
|
•
|
a decrease of approximately 140 basis points due to the unfavorable impact of foreign currency transaction losses and foreign currency translation, driven by Europe, Middle East & Africa and Latin America; and
|
•
|
an increase of 80 basis points due to the favorable net impact of mix and pricing, primarily in Latin America, which includes the realization of price increases in markets experiencing relatively high inflation (Venezuela and Argentina).
|
•
|
a decrease of 80 basis points from lower expenses related to our SMT project as a result of our decision to halt the further roll-out beyond the pilot market of Canada in the fourth quarter of 2013;
|
•
|
a decrease of 50 basis points primarily due to the impact of Constant $ revenue growth with respect to our fixed expenses. In addition, lower fixed expenses, primarily resulting from our cost savings initiatives, mainly reductions in headcount, were largely offset by the inflationary impact on our expenses;
|
•
|
a decrease of 30 basis points as a result of the net impact of the incremental tax credits in Brazil recognized as revenue in 2014 and 2013;
|
•
|
a decrease of 30 basis points from lower Representative and sales leader expense, primarily in Latin America;
|
•
|
a decrease of 30 basis points from lower bad debt expense; and
|
•
|
a decrease of 30 basis points from lower professional and related fees associated with the FCPA investigation and compliance reviews.
|
•
|
an increase of approximately 100 basis points due to the unfavorable impact of foreign currency translation and foreign currency transaction losses.
|
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
||||||||||||
Latin America
|
|
$
|
3,260.4
|
|
|
$
|
103.1
|
|
|
$
|
4,239.5
|
|
|
$
|
279.8
|
|
|
$
|
4,840.5
|
|
|
$
|
478.6
|
|
Europe, Middle East & Africa
|
|
2,272.3
|
|
|
217.1
|
|
|
2,705.8
|
|
|
300.9
|
|
|
2,898.4
|
|
|
406.7
|
|
||||||
Asia Pacific
|
|
627.8
|
|
|
35.3
|
|
|
702.7
|
|
|
20.9
|
|
|
757.9
|
|
|
(12.1
|
)
|
||||||
Total from operations
|
|
6,160.5
|
|
|
355.5
|
|
|
7,648.0
|
|
|
601.6
|
|
|
8,496.8
|
|
|
873.2
|
|
||||||
Global and other expenses
|
|
—
|
|
|
(190.5
|
)
|
|
—
|
|
|
(167.3
|
)
|
|
—
|
|
|
(333.4
|
)
|
||||||
Total
|
|
$
|
6,160.5
|
|
|
$
|
165.0
|
|
|
$
|
7,648.0
|
|
|
$
|
434.3
|
|
|
$
|
8,496.8
|
|
|
$
|
539.8
|
|
|
|
|
|
|
|
%/Point Change
|
||||||||
|
|
2015
|
|
2014
|
|
US$
|
|
Constant $
|
||||||
Total revenue
|
|
$
|
3,260.4
|
|
|
$
|
4,239.5
|
|
|
(23
|
)%
|
|
1
|
%
|
Operating profit
|
|
103.1
|
|
|
279.8
|
|
|
(63
|
)%
|
|
(12
|
)%
|
||
CTI restructuring
|
|
1.6
|
|
|
26.7
|
|
|
|
|
|
||||
Venezuelan special items
|
|
120.2
|
|
|
137.1
|
|
|
|
|
|
||||
Adjusted operating profit
|
|
$
|
224.9
|
|
|
$
|
443.6
|
|
|
(49
|
)%
|
|
(17
|
)%
|
|
|
|
|
|
|
|
|
|
||||||
Operating margin
|
|
3.2
|
%
|
|
6.6
|
%
|
|
(3.4
|
)
|
|
(1.2
|
)
|
||
CTI restructuring
|
|
—
|
|
|
.6
|
|
|
|
|
|
||||
Venezuelan special items
|
|
3.7
|
|
|
3.2
|
|
|
|
|
|
||||
Adjusted operating margin
|
|
6.9
|
%
|
|
10.5
|
%
|
|
(3.6
|
)
|
|
(1.8
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
(2
|
)%
|
|||||
Change in units sold
|
|
|
|
|
|
|
|
(5
|
)%
|
•
|
a decline of 1.9 points associated with the net impact of VAT credits in Brazil recognized in revenue in 2014, discussed above;
|
•
|
a decline of 1.4 points as a result of the IPI tax law on cosmetics in Brazil, which reduced revenue as we did not raise the prices paid by Representatives to the same extent as the IPI tax;
|
•
|
a net benefit of 1.2 points primarily due to the impact of Constant $ revenue growth with respect to our fixed expenses. This includes a reduction of corporate expenses, which are allocated from Global, partially offset by the inflationary impact on our expenses; and
|
•
|
gross margin benefited only slightly compared to the prior year period, as 2.1 points from the favorable net impact of mix and pricing, which includes the realization of price increases in markets experiencing relatively high inflation (Venezuela and Argentina) was largely offset by 2.0 points from the unfavorable impact of foreign currency transaction losses.
|
|
|
|
|
|
|
%/Point Change
|
||||||||
|
|
2014
|
|
2013
|
|
US$
|
|
Constant $
|
||||||
Total revenue
|
|
$
|
4,239.5
|
|
|
$
|
4,840.5
|
|
|
(12
|
)%
|
|
5
|
%
|
Operating profit
|
|
279.8
|
|
|
478.6
|
|
|
(42
|
)%
|
|
—
|
%
|
||
CTI restructuring
|
|
26.7
|
|
|
8.4
|
|
|
|
|
|
||||
Venezuelan special items
|
|
137.1
|
|
|
49.6
|
|
|
|
|
|
||||
Adjusted operating profit
|
|
$
|
443.6
|
|
|
$
|
536.6
|
|
|
(17
|
)%
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Operating margin
|
|
6.6
|
%
|
|
9.9
|
%
|
|
(3.3
|
)
|
|
(.5
|
)
|
||
CTI restructuring
|
|
.6
|
|
|
.1
|
|
|
|
|
|
||||
Venezuelan special items
|
|
3.2
|
|
|
—
|
|
|
|
|
|
||||
Adjusted operating margin
|
|
10.5
|
%
|
|
11.1
|
%
|
|
(.6
|
)
|
|
.1
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
(4
|
)%
|
|||||
Change in units sold
|
|
|
|
|
|
|
|
(4
|
)%
|
•
|
a benefit of 1.1 points from lower Representative, sales leader and field expense, which was primarily attributable to a shift towards more cost-effective incentives;
|
•
|
a benefit of 1.0 point associated with the net impact of the incremental tax credits in Brazil recognized as revenue in 2014 and 2013, discussed above;
|
•
|
a benefit of .3 points from lower net brochure costs, driven by Venezuela as a result of cost savings initiatives;
|
•
|
a decline of .8 points due to lower gross margin caused primarily by 1.4 points from the unfavorable impact of foreign currency transaction losses, primarily in Venezuela, and .9 points from higher supply chain costs, which was driven by higher obsolescence primarily in Venezuela and Brazil. These items were partially offset by 1.8 points from the favorable net impact of mix and pricing. Benefits from pricing include the realization of price increases in markets experiencing relatively high inflation (Venezuela and Argentina) on inventory acquired in advance of such inflation;
|
•
|
a decline of .8 points from higher distribution expenses, driven by inflation in Venezuela and Argentina and other cost pressures in the region; and
|
•
|
a decline of .7 points from higher administrative expenses, partially driven by inflationary costs, and increased legal expenses associated with labor and civil related matters in Brazil.
|
|
|
|
|
|
|
%/Point Change
|
||||||||
|
|
2015
|
|
2014
|
|
US$
|
|
Constant $
|
||||||
Total revenue
|
|
$
|
2,272.3
|
|
|
$
|
2,705.8
|
|
|
(16
|
)%
|
|
6
|
%
|
Operating profit
|
|
217.1
|
|
|
300.9
|
|
|
(28
|
)%
|
|
4
|
%
|
||
CTI restructuring
|
|
3.5
|
|
|
23.2
|
|
|
|
|
|
||||
Asset impairment and other charges
|
|
6.9
|
|
|
—
|
|
|
|
|
|
||||
Adjusted operating profit
|
|
$
|
227.5
|
|
|
$
|
324.1
|
|
|
(30
|
)%
|
|
(1
|
)%
|
|
|
|
|
|
|
|
|
|
||||||
Operating margin
|
|
9.6
|
%
|
|
11.1
|
%
|
|
(1.5
|
)
|
|
(.2
|
)
|
||
CTI restructuring
|
|
.2
|
|
|
.9
|
|
|
|
|
|
||||
Asset impairment and other charges
|
|
.3
|
|
|
—
|
|
|
|
|
|
||||
Adjusted operating margin
|
|
10.0
|
%
|
|
12.0
|
%
|
|
(2.0
|
)
|
|
(.7
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
7
|
%
|
|||||
Change in units sold
|
|
|
|
|
|
|
|
5
|
%
|
•
|
a decline of 2.4 points due to lower gross margin caused primarily by an estimated 4 points from the unfavorable impact of foreign currency transaction losses, partially offset by approximately 1.2 points from lower supply chain costs and .8 points from the favorable net impact of mix and pricing. Supply chain costs benefited primarily as a result of lower overhead costs which were attributable to increased productivity. The favorable net impact of mix and pricing was primarily driven by Eastern Europe;
|
•
|
a decline of .6 points from higher Representative, sales leader and field expense; and
|
•
|
a net benefit of 2.0 points primarily due to the Constant $ revenue growth with respect to our fixed expenses and a reduction of corporate expenses, which are allocated from Global.
|
|
|
|
|
|
|
%/Point Change
|
||||||||
|
|
2014
|
|
2013
|
|
US$
|
|
Constant $
|
||||||
Total revenue
|
|
$
|
2,705.8
|
|
|
$
|
2,898.4
|
|
|
(7
|
)%
|
|
1
|
%
|
Operating profit
|
|
300.9
|
|
|
406.7
|
|
|
(26
|
)%
|
|
(18
|
)%
|
||
CTI restructuring
|
|
23.2
|
|
|
17.7
|
|
|
|
|
|
||||
Adjusted operating profit
|
|
$
|
324.1
|
|
|
$
|
424.4
|
|
|
(24
|
)%
|
|
(16
|
)%
|
|
|
|
|
|
|
|
|
|
||||||
Operating margin
|
|
11.1
|
%
|
|
14.0
|
%
|
|
(2.9
|
)
|
|
(2.6
|
)
|
||
CTI restructuring
|
|
.9
|
|
|
.6
|
|
|
|
|
|
||||
Adjusted operating margin
|
|
12.0
|
%
|
|
14.6
|
%
|
|
(2.6
|
)
|
|
(2.4
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
(1
|
)%
|
|||||
Change in units sold
|
|
|
|
|
|
|
|
—
|
%
|
|
|
|
|
|
|
%/Point Change
|
||||||||
|
|
2015
|
|
2014
|
|
US$
|
|
Constant $
|
||||||
Total revenue
|
|
$
|
627.8
|
|
|
$
|
702.7
|
|
|
(11
|
)%
|
|
(5
|
)%
|
Operating profit
|
|
35.3
|
|
|
20.9
|
|
|
69
|
%
|
|
*
|
|
||
CTI restructuring
|
|
10.6
|
|
|
9.3
|
|
|
|
|
|
||||
Adjusted operating profit
|
|
$
|
45.9
|
|
|
$
|
30.2
|
|
|
52
|
%
|
|
74
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Operating margin
|
|
5.6
|
%
|
|
3.0
|
%
|
|
2.6
|
|
|
3.1
|
|
||
CTI restructuring
|
|
1.7
|
|
|
1.3
|
|
|
|
|
|
||||
Adjusted operating margin
|
|
7.3
|
%
|
|
4.3
|
%
|
|
3.0
|
|
|
3.3
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
(2
|
)%
|
|||||
Change in units sold
|
|
|
|
|
|
|
|
(7
|
)%
|
•
|
a net benefit of 2.5 points primarily due to lower fixed expenses, which primarily resulted from our cost savings initiatives, mainly reductions in headcount, and to a lesser extent, a reduction of corporate expenses, which are allocated from Global. Partially offsetting the lower fixed expenses was the unfavorable impact of declining revenue with respect to our fixed expenses; and
|
•
|
a benefit of .9 points due to lower advertising spend.
|
|
|
|
|
|
|
%/Point Change
|
|||||||||
|
|
2014
|
|
2013
|
|
US$
|
|
Constant $
|
|||||||
Total revenue
|
|
$
|
702.7
|
|
|
$
|
757.9
|
|
|
(7
|
)%
|
—
|
|
(4
|
)%
|
Operating profit (loss)
|
|
20.9
|
|
|
(12.1
|
)
|
|
*
|
|
|
*
|
|
|||
CTI restructuring
|
|
9.3
|
|
|
5.0
|
|
|
|
|
|
|||||
Asset impairment and other charges
|
|
—
|
|
|
42.1
|
|
|
|
|
|
|||||
Adjusted operating profit
|
|
$
|
30.2
|
|
|
$
|
35.0
|
|
|
(14
|
)%
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating margin
|
|
3.0
|
%
|
|
(1.6
|
)%
|
|
4.6
|
|
|
5.2
|
|
|||
CTI restructuring
|
|
1.3
|
|
|
.7
|
|
|
|
|
|
|||||
Asset impairment and other charges
|
|
—
|
|
|
5.6
|
|
|
|
|
|
|||||
Adjusted operating margin
|
|
4.3
|
%
|
|
4.6
|
%
|
|
(.3
|
)
|
|
.1
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Change in Active Representatives
|
|
|
|
|
|
|
|
(7
|
)%
|
||||||
Change in units sold
|
|
|
|
|
|
|
|
(2
|
)%
|
•
|
a benefit of 1.3 points from lower bad debt expense, primarily as our 2013 results included an adjustment associated with prior periods in the Philippines;
|
•
|
a net benefit of .9 points due to lower fixed expenses, which was partially offset by the unfavorable impact of declining revenue with respect to our fixed expenses. Lower fixed expenses primarily resulted from our cost savings initiatives, mainly reductions in headcount that were associated with the $400M Cost Savings Initiative;
|
•
|
a decline of 1.2 points due to lower gross margin caused primarily by .7 points from the unfavorable net impact of pricing and mix primarily driven by the Philippines largely due to unit driving offers, and .6 points from the unfavorable impact of foreign currency transaction losses; and
|
•
|
a decline of .9 points due to higher advertising spend, primarily in China to support product re-launches.
|
|
|
2015
|
|
2014
|
|
% Change
|
|
2014
|
|
2013
|
|
% Change
|
||||||||||
Total global expenses
|
|
$
|
487.9
|
|
|
$
|
549.7
|
|
|
(11
|
)%
|
|
$
|
549.7
|
|
|
$
|
707.5
|
|
|
(22
|
)%
|
CTI restructuring
|
|
33.4
|
|
|
27.4
|
|
|
|
|
27.4
|
|
|
22.8
|
|
|
|
||||||
FCPA accrual
|
|
—
|
|
|
46.0
|
|
|
|
|
46.0
|
|
|
89.0
|
|
|
|
||||||
Pension settlement charge
|
|
7.3
|
|
|
9.5
|
|
|
|
|
9.5
|
|
|
—
|
|
|
|
||||||
Other items
|
|
3.1
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
Adjusted total global expenses
|
|
$
|
444.1
|
|
|
$
|
466.8
|
|
|
(5
|
)%
|
|
$
|
466.8
|
|
|
$
|
595.7
|
|
|
(22
|
)%
|
Allocated to segments
|
|
(297.4
|
)
|
|
(382.4
|
)
|
|
(22
|
)%
|
|
(382.4
|
)
|
|
(374.1
|
)
|
|
2
|
%
|
||||
Adjusted net global expenses
|
|
$
|
146.7
|
|
|
$
|
84.4
|
|
|
74
|
%
|
|
$
|
84.4
|
|
|
$
|
221.6
|
|
|
(62
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net global expenses
(1)
|
|
$
|
190.5
|
|
|
$
|
167.3
|
|
|
14
|
%
|
|
$
|
167.3
|
|
|
$
|
333.4
|
|
|
(50
|
)%
|
|
|
2015
|
|
2014
|
||||
Cash and cash equivalents
|
|
$
|
686.9
|
|
|
$
|
936.4
|
|
Total debt
|
|
2,214.8
|
|
|
2,550.4
|
|
||
Working capital
|
|
146.0
|
|
|
917.3
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash from continuing operating activities
|
|
$
|
91.4
|
|
|
$
|
288.9
|
|
|
$
|
470.5
|
|
Net cash from continuing investing activities
|
|
142.5
|
|
|
(100.5
|
)
|
|
(190.6
|
)
|
|||
Net cash from continuing financing activities
|
|
(430.5
|
)
|
|
(208.7
|
)
|
|
(469.4
|
)
|
|||
Effect of exchange rate changes on cash and equivalents
|
|
(80.7
|
)
|
|
(183.3
|
)
|
|
(80.8
|
)
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and Beyond
|
|
Total
|
||||||||||||||
Short-term debt
|
|
$
|
50.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50.4
|
|
Long-term debt
|
|
—
|
|
|
—
|
|
|
500.0
|
|
|
350.0
|
|
|
500.0
|
|
|
751.0
|
|
|
2,101.0
|
|
|||||||
Capital lease obligations
|
|
4.8
|
|
|
3.6
|
|
|
3.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|||||||
Total debt
|
|
55.2
|
|
|
3.6
|
|
|
503.2
|
|
|
350.1
|
|
|
500.0
|
|
|
751.0
|
|
|
2,163.1
|
|
|||||||
Debt-related interest
(1)
|
|
134.9
|
|
|
134.9
|
|
|
118.1
|
|
|
91.0
|
|
|
62.0
|
|
|
87.3
|
|
|
628.2
|
|
|||||||
Total debt-related
|
|
190.1
|
|
|
138.5
|
|
|
621.3
|
|
|
441.1
|
|
|
562.0
|
|
|
838.3
|
|
|
2,791.3
|
|
|||||||
Operating leases
(2)
|
|
65.4
|
|
|
52.7
|
|
|
42.7
|
|
|
36.6
|
|
|
31.2
|
|
|
84.4
|
|
|
313.0
|
|
|||||||
Purchase obligations
|
|
143.8
|
|
|
96.2
|
|
|
63.0
|
|
|
53.7
|
|
|
50.2
|
|
|
49.3
|
|
|
456.2
|
|
|||||||
Benefit obligations
(3)
|
|
101.2
|
|
|
20.6
|
|
|
19.9
|
|
|
19.0
|
|
|
17.6
|
|
|
91.2
|
|
|
269.5
|
|
|||||||
Total debt and contractual financial obligations and commitments
(4)
|
|
$
|
500.5
|
|
|
$
|
308.0
|
|
|
$
|
746.9
|
|
|
$
|
550.4
|
|
|
$
|
661.0
|
|
|
$
|
1,063.2
|
|
|
$
|
3,830.0
|
|
(1)
|
Amounts are based on our current long-term credit ratings. See Note 5, Debt and Other Financing on pages F-19 through F-21 of our
2015
Annual Report for more information.
|
(2)
|
Amounts are net of expected sublease rental income. See Note 13, Leases and Commitments on page F-44 of our
2015
Annual Report for more information.
|
(3)
|
Amounts represent expected future benefit payments for our unfunded defined benefit pension and postretirement benefit plans, as well as expected contributions for
2016
to our funded defined benefit pension benefit plans. We are not able to estimate our contributions to our funded defined benefit pension and postretirement plans beyond
2016
.
|
(4)
|
The amount of debt and contractual financial obligations and commitments excludes amounts due under derivative transactions. The table also excludes information on non-binding purchase orders of inventory. The table does not include any reserves for uncertain income tax positions because we are unable to reasonably predict the ultimate amount or timing of settlement of these uncertain income tax positions. At December 31,
2015
, our reserves for uncertain income tax positions, including interest and penalties, totaled $39.0.
|
•
|
pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
|
Exhibit Number
|
|
Description
|
2.1
|
|
Share Purchase Agreement, dated as of July 9, 2015, among Avon Products Holding Limited, Liz Earle Beauty Co. Limited and Alliance Boots Holdings Limited (incorporated by reference to Exhibit 2.1 to Avon's Current Report on Form 8-K filed on July 9, 2015).
|
2.2
|
|
Separation and Investment Agreement, dated as of December 17, 2015, by and among Avon Products, Inc., C-A NA LLC and Cleveland NA Investors LLC (incorporated by reference to Exhibit 2.1 to Avon’s Current Report on Form 8-K filed on December 21, 2015).
|
3.1
|
|
Restated Certificate of Incorporation, filed with the Secretary of State of the State of New York on October 5, 2012 (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on October 11, 2012).
|
3.2
|
|
By-laws of Avon, as amended, effective October 5, 2012 (incorporated by reference to Exhibit 3.2 to Avon’s Current Report on Form 8-K filed on October 11, 2012).
|
4.1
|
|
Indenture, dated as of May 13, 2003, between Avon, as Issuer, and JPMorgan Chase Bank, as Trustee, relating to $250.0 aggregate principal amount of 4.20% Notes due 2018 (incorporated by reference to Exhibit 4.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).
|
4.2
|
|
Indenture, dated as of February 27, 2008, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.5 to Avon’s Current Report on Form 8-K filed on March 4, 2008).
|
4.3
|
|
Second Supplemental Indenture, dated as of March 3, 2008, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which the 5.750% Notes due 2018 are issued (incorporated by reference to Exhibit 4.2 to Avon’s Current Report on Form 8-K filed on March 4, 2008).
|
4.4
|
|
Fourth Supplemental Indenture, dated as of March 2, 2009, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, with respect to the issuance of the 6.500% Notes due 2019 (incorporated by reference to Exhibit 4.2 to Avon’s Current Report on Form 8-K filed on March 2, 2009).
|
4.5
|
|
Sixth Supplemental Indenture, dated as of March 12, 2013, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, with respect to the issuance of the 4.600% Notes due 2020 (incorporated by reference to Exhibit 4.3 to Avon’s Current Report on Form 8-K filed on March 13, 2013).
|
4.6
|
|
Seventh Supplemental Indenture, dated as of March 12, 2013, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, with respect to the issuance of the 5.000% Notes due 2023 (incorporated by reference to Exhibit 4.4 to Avon’s Current Report on Form 8-K filed on March 13, 2013).
|
4.7
|
|
Eighth Supplemental Indenture, dated as of March 12, 2013, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, with respect to the issuance of the 6.950% Notes due 2043 (incorporated by reference to Exhibit 4.5 to Avon’s Current Report on Form 8-K filed on March 13, 2013).
|
10.1*
|
|
Avon Products, Inc. 2005 Stock Incentive Plan (incorporated by reference to Appendix G to Avon’s Proxy Statement as filed on March 28, 2005).
|
10.2*
|
|
First Amendment of the Avon Products, Inc. 2005 Stock Incentive Plan, effective January 1, 2006 (incorporated by reference to Exhibit 10.12 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
10.3*
|
|
Second Amendment of the Avon Products, Inc. 2005 Stock Incentive Plan, effective January 1, 2007 (incorporated by reference to Exhibit 10.13 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2006).
|
10.4*
|
|
Third Amendment to the Avon Products, Inc. 2005 Stock Incentive Plan, dated October 2, 2008 (incorporated by reference to Exhibit 10.14 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.5*
|
|
Form of U.S. Stock Option Agreement under the Avon Products, Inc. Year 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Avon’s Current Report on Form 8-K filed on September 6, 2005).
|
10.6*
|
|
Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix E to Avon’s Proxy Statement as filed on March 25, 2010).
|
10.7*
|
|
Form of Stock Option Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on May 24, 2010).
|
10.8*
|
|
Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on May 24, 2010).
|
10.9*
|
|
Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Avon’s Current Report on Form 8-K filed on May 24, 2010).
|
10.10*
|
|
Form of Performance Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on March 8, 2011).
|
10.11*
|
|
Form of Performance Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to Avon's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.12*
|
|
Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on March 8, 2011).
|
10.13*
|
|
Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.14*
|
|
Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
|
10.15*
|
|
Avon Products, Inc. 2013 Stock Incentive Plan (incorporated by reference to Appendix A to Avon’s Proxy Statement as filed on April 2, 2013).
|
10.16*
|
|
Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix A to Avon’s Proxy Statement as filed on March 27, 2015).
|
10.17*
|
|
Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to Avon’s Current Report on Form 8-K filed on May 7, 2013).
|
10.18*
|
|
Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.19*
|
|
Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to Avon’s Current Report on Form 8-K filed on May 7, 2013).
|
10.20*
|
|
Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.3 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.21*
|
|
Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Avon’s Current Report on Form 8-K filed on May 7, 2013).
|
10.22*
|
|
Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.4 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.23*
|
|
Avon Products, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.20 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2007).
|
10.24*
|
|
First Amendment, dated as of December 7, 2010, to the Avon Products, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.22 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
10.25*
|
|
Second Amendment, dated March 2, 2011, to the Avon Products, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.4 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.26*
|
|
Third Amendment, dated November 10, 2014, to the Avon Products, Inc. Deferred Compensation Plan, as amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.27 to Avon's Annual Report on Form 10-K for the year ended December 31, 2014).
|
10.27*
|
|
Avon Products, Inc. Compensation Plan for Non-Employee Directors, amended and restated as of May 6, 2010 (incorporated by reference to Exhibit 10.5 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.28*
|
|
Avon Products, Inc. Compensation Plan for Non-Employee Directors, amended and restated as of January 1, 2013 (incorporated by reference to Exhibit 10.28 to Avon's Annual Report on Form 10-K/A for the year ended December 31, 2012).
|
10.29*
|
|
Avon Products, Inc. Compensation Plan for Non-Employee Directors, amended and restated as of February 8, 2016.
|
10.30*
|
|
Board of Directors of Avon Products, Inc. Deferred Compensation Plan, amended and restated as of May 6, 2010 (incorporated by reference to Exhibit 10.6 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010).
|
10.31*
|
|
Avon Products, Inc. 2013-2017 Executive Incentive Plan (incorporated by reference to Appendix B to Avon’s Proxy Statement as filed on April 2, 2013).
|
10.32*
|
|
Benefit Restoration Pension Plan of Avon Products, Inc., as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.26 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.33*
|
|
First Amendment, dated as of December 13, 2010, to the Benefit Restoration Pension Plan of Avon Products, Inc., as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.32 to Avon's Annual report on Form 10-K for the year ended December 31, 2011).
|
10.34*
|
|
Second Amendment, dated as of September 19, 2012, to the Benefit Restoration Pension Plan of Avon Products, Inc., as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.3 to Avon's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
|
10.35*
|
|
Third Amendment, dated as of November 10, 2014, to the Benefit Restoration Pension Plan of Avon Products, Inc., as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.35 to Avon's Annual Report on Form 10-K for the year ended December 31, 2014).
|
10.36*
|
|
Avon Products, Inc. Management Incentive Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.50 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
10.37*
|
|
Avon Products, Inc. Compensation Recoupment Policy (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on March 17, 2010).
|
10.38*
|
|
Avon Products, Inc. Amended and Restated Compensation Recoupment Policy, effective as of January 14, 2013 (incorporated by reference to Exhibit 10.41 to Avon's Annual Report on Form 10-K/A for the year ended December 31, 2012).
|
10.39*
|
|
Avon Products, Inc. Change in Control Policy (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on March 17, 2010).
|
10.40*
|
|
Avon Products, Inc. Amended and Restated Change in Control Policy, dated as of January 9, 2013 (incorporated by reference to Exhibit 10.43 to Avon's Annual Report on Form 10-K/A for the year ended December 31, 2012).
|
10.41*
|
|
Avon Products, Inc. Long Term Incentive Cash Plan, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.5 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
|
10.42*
|
|
Avon Products, Inc. International Retirement Plan, amended and restated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.5 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.43*
|
|
First Amendment, dated as of December 13, 2010, to the Avon Products, Inc. International Retirement Plan as amended and restated effective as of January 1, 2009 (incorporated by reference to Exhibit 10.6 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
|
10.44*
|
|
Employment Offer Letter Agreement, dated as of May 18, 2011, between Avon Products, Inc. and Kimberly Ross (incorporated by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).
|
10.45*
|
|
Amendment to Employment Offer Letter Agreement, dated as of February 8, 2012, between Avon Products, Inc. and Kimberly Ross (incorporated by reference to Exhibit 10.51 to Avon's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.46*
|
|
Employment Offer Letter Agreement, dated as of February 8, 2012, between Avon Products, Inc. and Fernando Acosta (incorporated by reference to Exhibit 10.52 to Avon's Annual Report on Form 10-K for the year ended December 31, 2011).
|
10.47*
|
|
Letter Agreement, dated as of April 4, 2012, between the Company and Ms. McCoy (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on April 10, 2012) as modified by the "CEO stock holding requirement" adopted on March 13, 2014 (incorporated by reference to Exhibit 10.1 to Avon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014).
|
10.48*
|
|
Restricted Stock Unit Award Agreement, dated as of April 23, 2012 between the Company and Ms. McCoy (incorporated by reference to Exhibit 10.2 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
|
|
Avon Products, Inc.
|
|
|
|
/s/ Robert Loughran
|
|
Robert Loughran
|
|
Group Vice President and
|
|
Corporate Controller - Principal Accounting Officer
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Sherilyn S. McCoy
|
|
Chief Executive Officer – Principal Executive Officer
|
|
February 23, 2016
|
Sherilyn S. McCoy
|
|
|
||
|
|
|
||
/s/ James S. Scully
|
|
Executive Vice President – Chief Operating Officer and Chief Financial Officer
|
|
February 23, 2016
|
James S. Scully
|
|
|
|
|
|
|
|
||
/s/ Douglas R. Conant
|
|
Director
|
|
February 23, 2016
|
Douglas R. Conant
|
|
|
|
|
|
|
|
||
/s/ W. Don Cornwell
|
|
Director
|
|
February 23, 2016
|
W. Don Cornwell
|
|
|
|
|
|
|
|
||
/s/ V. Ann Hailey
|
|
Director
|
|
February 23, 2016
|
V. Ann Hailey
|
|
|
|
|
|
|
|
||
/s/ Nancy Killefer
|
|
Director
|
|
February 23, 2016
|
Nancy Killefer
|
|
|
|
|
|
|
|
|
|
/s/ Susan J. Kropf
|
|
Director
|
|
February 23, 2016
|
Susan J. Kropf
|
|
|
|
|
|
|
|
||
/s/ Maria Elena Lagomasino
|
|
Director
|
|
February 23, 2016
|
Maria Elena Lagomasino
|
|
|
|
|
|
|
|
||
/s/ Sara Mathew
|
|
Director
|
|
February 20, 2016
|
Sara Mathew
|
|
|
|
|
|
|
|
|
|
/s/ Helen McCluskey
|
|
Director
|
|
February 22, 2016
|
Helen McCluskey
|
|
|
|
|
|
|
|
||
/s/ Charles H. Noski
|
|
Director
|
|
February 23, 2016
|
Charles H. Noski
|
|
|
|
|
|
|
|
||
/s/ Gary M. Rodkin
|
|
Director
|
|
February 23, 2016
|
Gary M. Rodkin
|
|
|
|
|
|
|
|
||
/s/ Paula Stern
|
|
Director
|
|
February 23, 2016
|
Paula Stern
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
||
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Financial Statement Schedule:
|
|
|
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
New York, New York
|
February 23, 2016
|
(In millions, except per share data)
|
|
|
|
|
|
|
||||||
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
6,076.5
|
|
|
$
|
7,472.5
|
|
|
$
|
8,379.4
|
|
Other revenue
|
|
84.0
|
|
|
175.5
|
|
|
117.4
|
|
|||
Total revenue
|
|
6,160.5
|
|
|
7,648.0
|
|
|
8,496.8
|
|
|||
Costs, expenses and other:
|
|
|
|
|
|
|
||||||
Cost of sales
|
|
2,445.4
|
|
|
3,006.9
|
|
|
3,172.8
|
|
|||
Selling, general and administrative expenses
|
|
3,543.2
|
|
|
4,206.8
|
|
|
4,742.1
|
|
|||
Impairment of goodwill and intangible assets
|
|
6.9
|
|
|
—
|
|
|
42.1
|
|
|||
Operating profit
|
|
165.0
|
|
|
434.3
|
|
|
539.8
|
|
|||
Interest expense
|
|
120.5
|
|
|
108.8
|
|
|
117.9
|
|
|||
Loss on extinguishment of debt
|
|
5.5
|
|
|
—
|
|
|
86.0
|
|
|||
Interest income
|
|
(12.5
|
)
|
|
(14.8
|
)
|
|
(25.9
|
)
|
|||
Other expense, net
|
|
73.7
|
|
|
139.5
|
|
|
83.9
|
|
|||
Gain on sale of business
|
|
(44.9
|
)
|
|
—
|
|
|
—
|
|
|||
Total other expenses
|
|
142.3
|
|
|
233.5
|
|
|
261.9
|
|
|||
Income from continuing operations, before taxes
|
|
22.7
|
|
|
200.8
|
|
|
277.9
|
|
|||
Income taxes
|
|
(819.2
|
)
|
|
(545.3
|
)
|
|
(210.4
|
)
|
|||
(Loss) income from continuing operations, net of tax
|
|
(796.5
|
)
|
|
(344.5
|
)
|
|
67.5
|
|
|||
Loss from discontinued operations, net of tax
|
|
(349.1
|
)
|
|
(40.4
|
)
|
|
(119.4
|
)
|
|||
Net loss
|
|
(1,145.6
|
)
|
|
(384.9
|
)
|
|
(51.9
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
(3.3
|
)
|
|
(3.7
|
)
|
|
(4.5
|
)
|
|||
Net loss attributable to Avon
|
|
$
|
(1,148.9
|
)
|
|
$
|
(388.6
|
)
|
|
$
|
(56.4
|
)
|
(Loss) income per share:
|
|
|
|
|
|
|
||||||
Basic from continuing operations
|
|
$
|
(1.81
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
0.14
|
|
Basic from discontinued operations
|
|
(0.79
|
)
|
|
(0.09
|
)
|
|
(0.27
|
)
|
|||
Basic attributable to Avon
|
|
(2.60
|
)
|
|
(0.88
|
)
|
|
(0.13
|
)
|
|||
Diluted from continuing operations
|
|
$
|
(1.81
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
0.14
|
|
Diluted from discontinued operations
|
|
(0.79
|
)
|
|
(0.09
|
)
|
|
(0.27
|
)
|
|||
Diluted attributable to Avon
|
|
(2.60
|
)
|
|
(0.88
|
)
|
|
(0.13
|
)
|
|||
Weighted-average shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
435.2
|
|
434.5
|
|
433.4
|
||||||
Diluted
|
|
435.2
|
|
434.5
|
|
434.2
|
(In millions)
|
|
|
|
|
||||||||
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
|
$
|
(1,145.6
|
)
|
|
$
|
(384.9
|
)
|
|
$
|
(51.9
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(275.0
|
)
|
|
(248.3
|
)
|
|
(112.8
|
)
|
|||
Change in derivative losses on cash flow hedges, net of taxes of $0.0, $0.0 and $0.9
|
|
1.9
|
|
|
1.9
|
|
|
1.7
|
|
|||
Amortization of net actuarial loss and prior service cost, net of taxes of $1.2, $2.5 and $16.5
|
|
81.8
|
|
|
85.8
|
|
|
35.7
|
|
|||
Adjustments of net actuarial loss and prior service cost, net of taxes of $3.9, $(12.0) and $39.2
|
|
40.7
|
|
|
(187.2
|
)
|
|
80.6
|
|
|||
Total other comprehensive (loss) income, net of taxes
|
|
(150.6
|
)
|
|
(347.8
|
)
|
|
5.2
|
|
|||
Comprehensive loss
|
|
(1,296.2
|
)
|
|
(732.7
|
)
|
|
(46.7
|
)
|
|||
Less: comprehensive (loss) income attributable to noncontrolling interests
|
|
(1.6
|
)
|
|
(1.9
|
)
|
|
1.2
|
|
|||
Comprehensive loss attributable to Avon
|
|
$
|
(1,294.6
|
)
|
|
$
|
(730.8
|
)
|
|
$
|
(47.9
|
)
|
(In millions, except per share data)
|
|
|
|
|
||||
December 31
|
|
2015
|
|
2014
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash, including cash equivalents of $123.2 and $440.3
|
|
$
|
686.9
|
|
|
$
|
936.4
|
|
Accounts receivable (less allowances of $86.7 and $106.9)
|
|
443.0
|
|
|
515.6
|
|
||
Inventories
|
|
624.0
|
|
|
707.7
|
|
||
Prepaid expenses and other
|
|
296.1
|
|
|
590.7
|
|
||
Current assets of discontinued operations
|
|
291.1
|
|
|
314.1
|
|
||
Total current assets
|
|
2,341.1
|
|
|
3,064.5
|
|
||
Property, plant and equipment, at cost
|
|
|
|
|
||||
Land
|
|
32.2
|
|
|
37.8
|
|
||
Buildings and improvements
|
|
665.8
|
|
|
831.1
|
|
||
Equipment
|
|
797.7
|
|
|
999.0
|
|
||
|
|
1,495.7
|
|
|
1,867.9
|
|
||
Less accumulated depreciation
|
|
(728.8
|
)
|
|
(831.1
|
)
|
||
Property, plant and equipment, net
|
|
766.9
|
|
|
1,036.8
|
|
||
Goodwill
|
|
92.3
|
|
|
249.3
|
|
||
Other assets
|
|
499.1
|
|
|
1,034.3
|
|
||
Noncurrent assets of discontinued operations
|
|
180.1
|
|
|
211.9
|
|
||
Total assets
|
|
$
|
3,879.5
|
|
|
$
|
5,596.8
|
|
Liabilities and Shareholders’ (Deficit) Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Debt maturing within one year
|
|
$
|
55.2
|
|
|
$
|
121.7
|
|
Accounts payable
|
|
774.2
|
|
|
806.3
|
|
||
Accrued compensation
|
|
157.6
|
|
|
174.9
|
|
||
Other accrued liabilities
|
|
419.6
|
|
|
539.1
|
|
||
Sales and taxes other than income
|
|
174.9
|
|
|
160.8
|
|
||
Income taxes
|
|
23.9
|
|
|
36.8
|
|
||
Payable to discontinued operations
|
|
100.0
|
|
|
100.0
|
|
||
Current liabilities of discontinued operations
|
|
489.7
|
|
|
207.6
|
|
||
Total current liabilities
|
|
2,195.1
|
|
|
2,147.2
|
|
||
Long-term debt
|
|
2,159.6
|
|
|
2,428.7
|
|
||
Employee benefit plans
|
|
177.5
|
|
|
249.6
|
|
||
Long-term income taxes
|
|
65.1
|
|
|
75.2
|
|
||
Other liabilities
|
|
78.4
|
|
|
93.8
|
|
||
Noncurrent liabilities of discontinued operations
|
|
260.2
|
|
|
297.0
|
|
||
Total liabilities
|
|
4,935.9
|
|
|
5,291.5
|
|
||
Commitments and contingencies (Notes 13 and 15)
|
|
|
|
|
||||
Shareholders’ (Deficit) Equity
|
|
|
|
|
||||
Common stock, par value $.25 - authorized 1,500 shares; issued 751.4 and 750.3 shares
|
|
187.9
|
|
|
187.6
|
|
||
Additional paid-in capital
|
|
2,254.0
|
|
|
2,207.9
|
|
||
Retained earnings
|
|
2,448.1
|
|
|
3,702.9
|
|
||
Accumulated other comprehensive loss
|
|
(1,366.2
|
)
|
|
(1,217.6
|
)
|
||
Treasury stock, at cost (315.9 and 315.6 shares)
|
|
(4,594.1
|
)
|
|
(4,591.0
|
)
|
||
Total Avon shareholders’ (deficit) equity
|
|
(1,070.3
|
)
|
|
289.8
|
|
||
Noncontrolling interests
|
|
13.9
|
|
|
15.5
|
|
||
Total shareholders’ (deficit) equity
|
|
(1,056.4
|
)
|
|
305.3
|
|
||
Total liabilities and shareholders’ (deficit) equity
|
|
$
|
3,879.5
|
|
|
$
|
5,596.8
|
|
(In millions)
|
|
|
|
|
|
|
||||||
Years ended December 31
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(1,145.6
|
)
|
|
$
|
(384.9
|
)
|
|
$
|
(51.9
|
)
|
Loss from discontinued operations, net of tax
|
|
349.1
|
|
|
40.4
|
|
|
119.4
|
|
|||
(Loss) income from continuing operations, net of tax
|
|
(796.5
|
)
|
|
(344.5
|
)
|
|
67.5
|
|
|||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation
|
|
94.0
|
|
|
121.7
|
|
|
132.8
|
|
|||
Amortization
|
|
32.1
|
|
|
47.7
|
|
|
54.9
|
|
|||
Provision for doubtful accounts
|
|
144.1
|
|
|
171.1
|
|
|
209.2
|
|
|||
Provision for obsolescence
|
|
45.4
|
|
|
78.4
|
|
|
82.0
|
|
|||
Share-based compensation
|
|
51.2
|
|
|
38.9
|
|
|
43.3
|
|
|||
Foreign exchange losses
|
|
44.3
|
|
|
41.4
|
|
|
26.2
|
|
|||
Deferred income taxes
|
|
644.6
|
|
|
236.4
|
|
|
(87.5
|
)
|
|||
Charge for Venezuelan monetary assets and liabilities
|
|
(4.2
|
)
|
|
53.7
|
|
|
34.1
|
|
|||
Charge for Venezuelan non-monetary assets
|
|
101.7
|
|
|
115.7
|
|
|
—
|
|
|||
Pre-tax gain on sale of business
|
|
(44.9
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill and intangible assets
|
|
6.9
|
|
|
—
|
|
|
42.1
|
|
|||
Other
|
|
11.6
|
|
|
10.8
|
|
|
(2.3
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(184.7
|
)
|
|
(179.0
|
)
|
|
(224.0
|
)
|
|||
Inventories
|
|
(106.6
|
)
|
|
(170.5
|
)
|
|
(88.1
|
)
|
|||
Prepaid expenses and other
|
|
8.7
|
|
|
(77.0
|
)
|
|
72.1
|
|
|||
Accounts payable and accrued liabilities
|
|
80.4
|
|
|
142.6
|
|
|
176.0
|
|
|||
Income and other taxes
|
|
50.7
|
|
|
57.5
|
|
|
7.1
|
|
|||
Noncurrent assets and liabilities
|
|
(87.4
|
)
|
|
(56.0
|
)
|
|
(74.9
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
|
91.4
|
|
|
288.9
|
|
|
470.5
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(92.4
|
)
|
|
(126.3
|
)
|
|
(189.7
|
)
|
|||
Disposal of assets
|
|
8.2
|
|
|
15.7
|
|
|
13.0
|
|
|||
Net proceeds from sale of business
|
|
208.3
|
|
|
—
|
|
|
—
|
|
|||
Purchases of investments
|
|
(35.3
|
)
|
|
(26.8
|
)
|
|
(28.3
|
)
|
|||
Proceeds from sale of investments
|
|
53.7
|
|
|
36.9
|
|
|
14.4
|
|
|||
Net cash provided (used) by investing activities of continuing operations
|
|
142.5
|
|
|
(100.5
|
)
|
|
(190.6
|
)
|
|||
Cash Flows from Financing Activities*
|
|
|
|
|
|
|
||||||
Cash dividends
|
|
(108.8
|
)
|
|
(110.2
|
)
|
|
(106.8
|
)
|
|||
Debt, net (maturities of three months or less)
|
|
(59.1
|
)
|
|
(22.4
|
)
|
|
(10.3
|
)
|
|||
Proceeds from debt
|
|
7.6
|
|
|
—
|
|
|
1,488.3
|
|
|||
Repayment of debt
|
|
(261.2
|
)
|
|
(66.5
|
)
|
|
(1,935.2
|
)
|
|||
Interest rate swap termination
|
|
—
|
|
|
—
|
|
|
88.1
|
|
|||
Net proceeds from exercise of stock options
|
|
—
|
|
|
0.2
|
|
|
15.9
|
|
|||
Repurchase of common stock
|
|
(3.1
|
)
|
|
(9.8
|
)
|
|
(9.4
|
)
|
|||
Other financing activities
|
|
(5.9
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used by financing activities of continuing operations
|
|
(430.5
|
)
|
|
(208.7
|
)
|
|
(469.4
|
)
|
|||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities of discontinued operations
|
|
20.7
|
|
|
70.9
|
|
|
65.1
|
|
|||
Net cash (used) provided by investing activities of discontinued operations
|
|
(4.2
|
)
|
|
(4.6
|
)
|
|
102.0
|
|
|||
Net cash (used) provided by financing activities of discontinued operations
|
|
(15.0
|
)
|
|
(10.1
|
)
|
|
1.5
|
|
|||
Net cash provided by discontinued operations
|
|
1.5
|
|
|
56.2
|
|
|
168.6
|
|
|||
Effect of exchange rate changes on cash and equivalents
|
|
(80.7
|
)
|
|
(183.3
|
)
|
|
(80.8
|
)
|
|||
Net decrease in cash and equivalents
|
|
(275.8
|
)
|
|
(147.4
|
)
|
|
(101.7
|
)
|
|||
Cash and equivalents at beginning of year
(1)
|
|
960.5
|
|
|
1,107.9
|
|
|
1,209.6
|
|
|||
Cash and equivalents at end of year
(2)
|
|
$
|
684.7
|
|
|
$
|
960.5
|
|
|
$
|
1,107.9
|
|
Cash paid for:
|
|
|
|
|
|
|
||||||
Interest, net of amounts capitalized
|
|
$
|
128.6
|
|
|
$
|
123.8
|
|
|
$
|
222.1
|
|
Income taxes, net of refunds received
|
|
$
|
162.5
|
|
|
$
|
229.2
|
|
|
$
|
296.2
|
|
*
|
Non-cash financing activities included the change in fair market value of interest-rate swap agreements of $(.7) in 2013(see Note 8, Financial Instruments and Risk Management).
|
(1)
|
Includes cash and cash equivalents of discontinued operations of $24.1, $17.9 and $19.9 at the beginning of the year in 2015, 2014 and 2013, respectively.
|
(2)
|
Includes cash and cash equivalents of discontinued operations of $(2.2), $24.1 and $17.9 at the end of the year in 2015, 2014 and 2013, respectively.
|
(In millions, except per
|
|
Common Stock
|
|
Additional
|
|
Retained
|
|
Accumulated Other
|
|
Treasury Stock
|
|
Noncontrolling
|
|
|
||||||||||||||||||||
share data)
|
|
Shares
|
|
Amount
|
|
Paid-In Capital
|
|
Earnings
|
|
Comprehensive Loss
|
|
Shares
|
|
Amount
|
|
Interests
|
|
Total
|
||||||||||||||||
Balances at December 31, 2012
|
|
746.7
|
|
|
$
|
188.3
|
|
|
$
|
2,119.6
|
|
|
$
|
4,357.8
|
|
|
$
|
(876.7
|
)
|
|
314.5
|
|
|
$
|
(4,571.9
|
)
|
|
$
|
16.2
|
|
|
$
|
1,233.3
|
|
Net (loss) income
|
|
|
|
|
|
|
|
(56.4
|
)
|
|
|
|
|
|
|
|
4.5
|
|
|
(51.9
|
)
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
6.3
|
|
|
|
|
|
|
(1.1
|
)
|
|
5.2
|
|
|||||||||||||
Dividends - $0.24 per share
|
|
|
|
|
|
|
|
(104.7
|
)
|
|
|
|
|
|
|
|
|
|
(104.7
|
)
|
||||||||||||||
Exercise / vesting of share-based compensation
|
|
2.1
|
|
|
1.1
|
|
|
59.5
|
|
|
|
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
|
60.7
|
|
||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
|
0.5
|
|
|
(9.4
|
)
|
|
|
|
(9.4
|
)
|
|||||||||||||
Purchases and sales of noncontrolling interests, net of dividends paid of $2.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
||||||||||||||
Income tax expense – stock transactions
|
|
|
|
|
|
(3.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(3.5
|
)
|
||||||||||||||
Balances at December 31, 2013
|
|
748.8
|
|
|
$
|
189.4
|
|
|
$
|
2,175.6
|
|
|
$
|
4,196.7
|
|
|
$
|
(870.4
|
)
|
|
314.9
|
|
$
|
(4,581.2
|
)
|
|
$
|
17.4
|
|
|
$
|
1,127.5
|
|
|
Net (loss) income
|
|
|
|
|
|
|
|
(388.6
|
)
|
|
|
|
|
|
|
|
3.7
|
|
|
(384.9
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(347.2
|
)
|
|
|
|
|
|
(0.6
|
)
|
|
(347.8
|
)
|
|||||||||||||
Dividends - $0.24 per share
|
|
|
|
|
|
|
|
(105.2
|
)
|
|
|
|
|
|
|
|
|
|
(105.2
|
)
|
||||||||||||||
Exercise / vesting of share-based compensation
|
|
1.5
|
|
|
(1.8
|
)
|
|
41.0
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
39.2
|
|
||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
|
0.7
|
|
|
(9.8
|
)
|
|
|
|
(9.8
|
)
|
|||||||||||||
Purchases and sales of noncontrolling interests, net of dividends paid of $5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5.0
|
)
|
|
(5.0
|
)
|
||||||||||||||
Income tax expense – stock transactions
|
|
|
|
|
|
(8.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(8.7
|
)
|
||||||||||||||
Balances at December 31, 2014
|
|
750.3
|
|
|
$
|
187.6
|
|
|
$
|
2,207.9
|
|
|
$
|
3,702.9
|
|
|
$
|
(1,217.6
|
)
|
|
315.6
|
|
|
$
|
(4,591.0
|
)
|
|
$
|
15.5
|
|
|
$
|
305.3
|
|
Net (loss) income
|
|
|
|
|
|
|
|
(1,148.9
|
)
|
|
|
|
|
|
|
|
3.3
|
|
|
(1,145.6
|
)
|
|||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
(148.6
|
)
|
|
|
|
|
|
(2.0
|
)
|
|
(150.6
|
)
|
|||||||||||||
Dividends - $0.24 per share
|
|
|
|
|
|
|
|
(105.9
|
)
|
|
|
|
|
|
|
|
|
|
(105.9
|
)
|
||||||||||||||
Exercise / vesting of share-based compensation
|
|
1.1
|
|
|
0.3
|
|
|
50.7
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
51.0
|
|
||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
|
0.3
|
|
|
(3.1
|
)
|
|
|
|
(3.1
|
)
|
|||||||||||||
Purchases and sales of noncontrolling interests, net of dividends paid of $2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.9
|
)
|
|
(2.9
|
)
|
||||||||||||||
Income tax expense – stock transactions
|
|
|
|
|
|
(4.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(4.6
|
)
|
||||||||||||||
Balances at December 31, 2015
|
|
751.4
|
|
|
$
|
187.9
|
|
|
$
|
2,254.0
|
|
|
$
|
2,448.1
|
|
|
$
|
(1,366.2
|
)
|
|
315.9
|
|
|
$
|
(4,594.1
|
)
|
|
$
|
13.9
|
|
|
$
|
(1,056.4
|
)
|
•
|
Changes in the fair value of a derivative that is designated as a fair value hedge, along with the loss or gain on the hedged asset or liability that is attributable to the hedged risk are recorded in earnings.
|
•
|
Changes in the fair value of a derivative that is designated as a cash flow hedge are recorded in AOCI to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings.
|
•
|
Changes in the fair value of a derivative that is designated as a hedge of a net investment in a foreign operation are recorded in foreign currency translation adjustments within AOCI to the extent effective as a hedge.
|
•
|
Changes in the fair value of a derivative that is not designated as a hedging instrument are recognized in earnings in other expense, net in the Consolidated Statements of Operations.
|
(Shares in millions)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator from continuing operations:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations less amounts attributable to noncontrolling interests
|
|
$
|
(799.8
|
)
|
|
$
|
(348.1
|
)
|
|
$
|
63.0
|
|
Less: Loss (income) allocated to participating securities
|
|
10.9
|
|
|
4.2
|
|
|
(.6
|
)
|
|||
(Loss) income from continuing operations allocated to common shareholders
|
|
(788.9
|
)
|
|
(343.9
|
)
|
|
62.4
|
|
|||
Numerator from discontinued operations:
|
|
|
|
|
|
|
||||||
Loss from discontinued operations less amounts attributable to noncontrolling interests
|
|
$
|
(349.1
|
)
|
|
$
|
(40.5
|
)
|
|
$
|
(119.4
|
)
|
Less: Loss allocated to participating securities
|
|
4.7
|
|
|
.6
|
|
|
1.2
|
|
|||
Loss from discontinued operations allocated to common shareholders
|
|
(344.4
|
)
|
|
(39.9
|
)
|
|
(118.2
|
)
|
|||
Numerator attributable to Avon:
|
|
|
|
|
|
|
||||||
Loss attributable to Avon less amounts attributable to noncontrolling interests
|
|
$
|
(1,148.9
|
)
|
|
$
|
(388.6
|
)
|
|
$
|
(56.4
|
)
|
Less: Loss allocated to participating securities
|
|
15.7
|
|
|
4.7
|
|
|
.6
|
|
|||
Loss attributable to Avon allocated to common shareholders
|
|
(1,133.2
|
)
|
|
(383.9
|
)
|
|
(55.8
|
)
|
|||
Denominator:
|
|
|
|
|
|
|
||||||
Basic EPS weighted-average shares outstanding
|
|
435.2
|
|
|
434.5
|
|
|
433.4
|
|
|||
Diluted effect of assumed conversion of stock options
|
|
—
|
|
|
—
|
|
|
.8
|
|
|||
Diluted EPS adjusted weighted-average shares outstanding
|
|
435.2
|
|
|
434.5
|
|
|
434.2
|
|
|||
(Loss) Income per Common Share from continuing operations:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(1.81
|
)
|
|
$
|
(.79
|
)
|
|
$
|
.14
|
|
Diluted
|
|
(1.81
|
)
|
|
(.79
|
)
|
|
.14
|
|
|||
Loss per Common Share from discontinued operations:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(.79
|
)
|
|
$
|
(.09
|
)
|
|
$
|
(.27
|
)
|
Diluted
|
|
(.79
|
)
|
|
(.09
|
)
|
|
(.27
|
)
|
|||
Loss per Common Share attributable to Avon:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(2.60
|
)
|
|
$
|
(.88
|
)
|
|
$
|
(.13
|
)
|
Diluted
|
|
(2.60
|
)
|
|
(.88
|
)
|
|
(.13
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Total revenue
|
|
$
|
1,012.5
|
|
|
$
|
1,203.4
|
|
|
$
|
1,458.2
|
|
Cost of sales
|
|
404.0
|
|
|
492.4
|
|
|
599.7
|
|
|||
Selling, general and administrative expenses
(1)
|
|
606.2
|
|
|
745.2
|
|
|
971.1
|
|
|||
Operating income (loss)
(1)
|
|
2.3
|
|
|
(34.2
|
)
|
|
(112.6
|
)
|
|||
Other expense items
|
|
3.2
|
|
|
2.4
|
|
|
2.7
|
|
|||
Loss from discontinued operations, before tax
(1)
|
|
(.9
|
)
|
|
(36.6
|
)
|
|
(115.3
|
)
|
|||
Loss on sale of discontinued operations, before tax
|
|
(340.0
|
)
|
|
—
|
|
|
—
|
|
|||
Loss from discontinued operations, before tax
(1)
|
|
$
|
(340.9
|
)
|
|
$
|
(36.6
|
)
|
|
$
|
(115.3
|
)
|
|
|
2015
|
|
2014
|
||||
Cash and cash equivalents
|
|
$
|
(2.2
|
)
|
|
$
|
24.1
|
|
Receivable from continuing operations
(2)
|
|
100.0
|
|
|
100.0
|
|
||
Accounts receivable, net
|
|
41.4
|
|
|
47.9
|
|
||
Inventories
|
|
128.2
|
|
|
114.5
|
|
||
Prepaid expenses and other
|
|
23.7
|
|
|
27.6
|
|
||
Current assets of discontinued operations
|
|
$
|
291.1
|
|
|
$
|
314.1
|
|
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
$
|
171.8
|
|
|
$
|
194.2
|
|
Other assets
|
|
8.3
|
|
|
17.7
|
|
||
Noncurrent assets of discontinued operations
|
|
$
|
180.1
|
|
|
$
|
211.9
|
|
|
|
|
|
|
||||
Debt maturing within one year
|
|
$
|
5.9
|
|
|
$
|
15.4
|
|
Accounts payable
|
|
78.4
|
|
|
89.1
|
|
||
Accrued compensation
|
|
18.2
|
|
|
35.6
|
|
||
Other accrued liabilities
(3)
|
|
380.6
|
|
|
59.7
|
|
||
Other classes of current liabilities that are not major
|
|
6.6
|
|
|
7.8
|
|
||
Current liabilities of discontinued operations
|
|
$
|
489.7
|
|
|
$
|
207.6
|
|
|
|
|
|
|
||||
Long-term debt
|
|
$
|
29.3
|
|
|
$
|
35.2
|
|
Employee benefit plans
|
|
228.2
|
|
|
252.2
|
|
||
Other liabilities
|
|
.2
|
|
|
7.0
|
|
||
Other classes of noncurrent liabilities that are not major
|
|
2.5
|
|
|
2.6
|
|
||
Noncurrent liabilities of discontinued operations
|
|
$
|
260.2
|
|
|
$
|
297.0
|
|
|
|
Year ended December 31,
|
||
|
|
2013
|
||
Total revenue
|
|
$
|
54.5
|
|
Operating loss
(4)
|
|
(81.0
|
)
|
|
|
2015
|
|
2014
|
||||
Raw materials
|
|
$
|
180.5
|
|
|
$
|
232.9
|
|
Finished goods
|
|
443.5
|
|
|
474.8
|
|
||
Total
|
|
$
|
624.0
|
|
|
$
|
707.7
|
|
|
|
2015
|
|
2014
|
||||
Debt maturing within one year:
|
|
|
|
|
||||
Notes payable
|
|
$
|
50.4
|
|
|
$
|
116.0
|
|
Current portion of long-term debt
|
|
4.8
|
|
|
5.7
|
|
||
Total
|
|
$
|
55.2
|
|
|
$
|
121.7
|
|
Long-term debt:
|
|
|
|
|
||||
2.375% Notes, due March 2016
|
|
$
|
—
|
|
|
$
|
249.9
|
|
5.75% Notes, due March 2018
|
|
249.8
|
|
|
249.7
|
|
||
4.20% Notes, due July 2018
|
|
249.8
|
|
|
249.7
|
|
||
6.50% Notes, due March 2019
|
|
348.6
|
|
|
348.2
|
|
||
Other debt, payable through 2025 with interest from .4% to 7.8%
|
|
12.7
|
|
|
12.8
|
|
||
4.60% Notes, due March 2020
|
|
499.6
|
|
|
499.4
|
|
||
5.00% Notes, due March 2023
|
|
496.5
|
|
|
496.0
|
|
||
6.95% Notes, due March 2043
|
|
249.3
|
|
|
249.3
|
|
||
Total
|
|
2,106.3
|
|
|
2,355.0
|
|
||
Amortization of swap termination
|
|
58.1
|
|
|
79.4
|
|
||
Less current portion
|
|
(4.8
|
)
|
|
(5.7
|
)
|
||
Total long-term debt
|
|
$
|
2,159.6
|
|
|
$
|
2,428.7
|
|
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021 and Beyond
|
|
Total
|
||||||||||||||
Maturities
|
|
$
|
4.8
|
|
|
$
|
3.6
|
|
|
$
|
503.2
|
|
|
$
|
350.1
|
|
|
$
|
500.0
|
|
|
$
|
751.0
|
|
|
$
|
2,112.7
|
|
|
|
Foreign Currency Translation Adjustments
|
|
Cash Flow Hedges
|
|
Net Investment Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
|
$
|
(677.0
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(533.1
|
)
|
|
$
|
(1,217.6
|
)
|
Other comprehensive (loss) income other than reclassifications
|
|
(273.0
|
)
|
|
—
|
|
|
—
|
|
|
40.7
|
|
|
(232.3
|
)
|
|||||
Reclassifications into earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative losses on cash flow hedges, net of tax of $0.0
(1)
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||
Amortization of net actuarial loss and prior service cost, net of tax of $1.2
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81.8
|
|
|
81.8
|
|
|||||
Total reclassifications into earnings
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
81.8
|
|
|
83.7
|
|
|||||
Balance at December 31, 2015
|
|
$
|
(950.0
|
)
|
|
$
|
(1.3
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(410.6
|
)
|
|
$
|
(1,366.2
|
)
|
|
|
Foreign Currency Translation Adjustments
|
|
Cash Flow Hedges
|
|
Net Investment Hedges
|
|
Pension and Postretirement Benefits
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
|
$
|
(429.3
|
)
|
|
$
|
(5.1
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(431.7
|
)
|
|
$
|
(870.4
|
)
|
Other comprehensive loss other than reclassifications
|
|
(247.7
|
)
|
|
—
|
|
|
—
|
|
|
(187.2
|
)
|
|
(434.9
|
)
|
|||||
Reclassifications into earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative losses on cash flow hedges, net of tax of $0.0
(1)
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|||||
Amortization of net actuarial loss and prior service cost, net of tax of $2.5
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85.8
|
|
|
85.8
|
|
|||||
Total reclassifications into earnings
|
|
—
|
|
|
1.9
|
|
|
—
|
|
|
85.8
|
|
|
87.7
|
|
|||||
Balance at December 31, 2014
|
|
$
|
(677.0
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(4.3
|
)
|
|
$
|
(533.1
|
)
|
|
$
|
(1,217.6
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
(230.3
|
)
|
|
$
|
(185.0
|
)
|
|
$
|
(397.0
|
)
|
Foreign
|
|
253.0
|
|
|
385.8
|
|
|
674.9
|
|
|||
Total
|
|
$
|
22.7
|
|
|
$
|
200.8
|
|
|
$
|
277.9
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
41.6
|
|
|
$
|
57.3
|
|
|
$
|
75.7
|
|
Deferred
|
|
668.3
|
|
|
207.9
|
|
|
(180.7
|
)
|
|||
|
|
709.9
|
|
|
265.2
|
|
|
(105.0
|
)
|
|||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
132.3
|
|
|
252.0
|
|
|
221.4
|
|
|||
Deferred
|
|
(24.3
|
)
|
|
(11.4
|
)
|
|
98.3
|
|
|||
|
|
108.0
|
|
|
240.6
|
|
|
319.7
|
|
|||
State and other:
|
|
|
|
|
|
|
||||||
Current
|
|
0.7
|
|
|
(.4
|
)
|
|
(1.2
|
)
|
|||
Deferred
|
|
0.6
|
|
|
39.9
|
|
|
(3.1
|
)
|
|||
|
|
1.3
|
|
|
39.5
|
|
|
(4.3
|
)
|
|||
Total
|
|
$
|
819.2
|
|
|
$
|
545.3
|
|
|
$
|
210.4
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of federal tax benefit
|
|
2.5
|
|
|
7.0
|
|
|
(.5
|
)
|
Tax on foreign income
|
|
141.4
|
|
|
(6.5
|
)
|
|
(9.8
|
)
|
Tax on uncertain tax positions
|
|
8.2
|
|
|
17.3
|
|
|
(1.3
|
)
|
Venezuela devaluation and highly inflationary accounting
|
|
168.1
|
|
|
27.4
|
|
|
16.5
|
|
FCPA accrual
|
|
—
|
|
|
(7.1
|
)
|
|
11.2
|
|
China goodwill impairment
|
|
—
|
|
|
—
|
|
|
4.9
|
|
Reorganizations
|
|
(173.5
|
)
|
|
—
|
|
|
—
|
|
Net change in valuation allowances
|
|
3,395.6
|
|
|
193.9
|
|
|
18.4
|
|
Blocked income
|
|
29.3
|
|
|
3.5
|
|
|
2.3
|
|
Imputed royalties
|
|
11.9
|
|
|
1.2
|
|
|
.9
|
|
Research credits
|
|
(8.9
|
)
|
|
(1.0
|
)
|
|
(.5
|
)
|
Other
|
|
(7.9
|
)
|
|
.8
|
|
|
(1.4
|
)
|
Effective tax rate
|
|
3,601.7
|
%
|
|
271.5
|
%
|
|
75.7
|
%
|
|
||||||||
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses and reserves
|
|
$
|
183.4
|
|
|
$
|
220.3
|
|
Pension and postretirement benefits
|
|
129.2
|
|
|
160.0
|
|
||
Asset revaluations
|
|
13.3
|
|
|
12.1
|
|
||
Capitalized expenses
|
|
171.0
|
|
|
175.9
|
|
||
Depreciation and amortization
|
|
29.3
|
|
|
16.9
|
|
||
Deferred loss on foreign currency
|
|
44.3
|
|
|
40.3
|
|
||
Share-based compensation
|
|
62.7
|
|
|
62.0
|
|
||
Restructuring initiatives
|
|
21.7
|
|
|
24.2
|
|
||
Postemployment benefits
|
|
5.1
|
|
|
6.8
|
|
||
Tax loss carryforwards
|
|
781.9
|
|
|
844.2
|
|
||
Foreign tax credit carryforwards
|
|
689.6
|
|
|
622.3
|
|
||
Minimum tax and business credit carryforwards
|
|
56.5
|
|
|
57.1
|
|
||
All other
|
|
58.5
|
|
|
54.4
|
|
||
Valuation allowance
|
|
(1,972.1
|
)
|
|
(1,362.6
|
)
|
||
Total deferred tax assets
|
|
274.4
|
|
|
933.9
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
(13.8
|
)
|
|
(24.6
|
)
|
||
Unremitted foreign earnings
|
|
(89.2
|
)
|
|
(14.3
|
)
|
||
Prepaid expenses
|
|
(7.0
|
)
|
|
(8.7
|
)
|
||
Capitalized interest
|
|
(9.2
|
)
|
|
(9.5
|
)
|
||
All other
|
|
(4.6
|
)
|
|
(25.8
|
)
|
||
Total deferred tax liabilities
|
|
(123.8
|
)
|
|
(82.9
|
)
|
||
Net deferred tax assets
|
|
$
|
150.6
|
|
|
$
|
851.0
|
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Prepaid expenses and other
|
|
$
|
—
|
|
|
$
|
205.2
|
|
Other assets
|
|
172.8
|
|
|
678.8
|
|
||
Total deferred tax assets
|
|
172.8
|
|
|
884.0
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Income taxes
|
|
—
|
|
|
(.3
|
)
|
||
Long-term income taxes
|
|
(22.2
|
)
|
|
(32.7
|
)
|
||
Total deferred tax liabilities
|
|
(22.2
|
)
|
|
(33.0
|
)
|
||
Net deferred tax assets
|
|
$
|
150.6
|
|
|
$
|
851.0
|
|
|
|
||
Balance at December 31, 2012
|
$
|
32.0
|
|
Additions based on tax positions related to the current year
|
5.3
|
|
|
Additions for tax positions of prior years
|
1.9
|
|
|
Reductions for tax positions of prior years
|
(7.8
|
)
|
|
Reductions due to lapse of statute of limitations
|
(3.1
|
)
|
|
Reductions due to settlements with tax authorities
|
(2.3
|
)
|
|
Balance at December 31, 2013
|
26.0
|
|
|
Additions based on tax positions related to the current year
|
1.4
|
|
|
Additions for tax positions of prior years
|
37.7
|
|
|
Reductions for tax positions of prior years
|
(4.7
|
)
|
|
Reductions due to lapse of statute of limitations
|
(1.7
|
)
|
|
Reductions due to settlements with tax authorities
|
(2.0
|
)
|
|
Balance at December 31, 2014
|
56.7
|
|
|
Additions based on tax positions related to the current year
|
3.5
|
|
|
Additions for tax positions of prior years
|
5.7
|
|
|
Reductions for tax positions of prior years
|
(1.5
|
)
|
|
Reductions due to lapse of statute of limitations
|
(0.4
|
)
|
|
Reductions due to settlements with tax authorities
|
(11.0
|
)
|
|
Balance at December 31, 2015
|
$
|
53.0
|
|
Jurisdiction
|
Open Years
|
Brazil
|
2010-2015
|
Mexico
|
2009-2015
|
Poland
|
2010-2015
|
Russia
|
2011-2015
|
United States (Federal)
|
2014-2015
|
|
Asset
|
|
Liability
|
||||||||
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Prepaid expenses and other
|
|
$
|
1.2
|
|
|
Accounts payable
|
|
$
|
1.1
|
|
Total derivatives not designated as hedges
|
|
|
$
|
1.2
|
|
|
|
|
$
|
1.1
|
|
Total derivatives
|
|
|
$
|
1.2
|
|
|
|
|
$
|
1.1
|
|
|
Asset
|
|
Liability
|
||||||||
|
Balance Sheet
Classification
|
|
Fair
Value
|
|
Balance Sheet
Classification
|
|
Fair
Value
|
||||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Prepaid expenses and other
|
|
$
|
.6
|
|
|
Accounts payable
|
|
$
|
4.9
|
|
Total derivatives not designated as hedges
|
|
|
$
|
.6
|
|
|
|
|
$
|
4.9
|
|
Total derivatives
|
|
|
$
|
.6
|
|
|
|
|
$
|
4.9
|
|
|
|
2015
|
|
2014
|
||||
Pre-tax net unamortized losses at beginning of year
(1)
|
|
$
|
(5.9
|
)
|
|
$
|
(7.8
|
)
|
Reclassification of net losses to earnings
|
|
1.9
|
|
|
1.9
|
|
||
Pre-tax net unamortized losses at end of year
(1)
|
|
$
|
(4.0
|
)
|
|
$
|
(5.9
|
)
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
|
•
|
Level 3 - Unobservable inputs based on our own assumptions.
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Foreign exchange forward contracts
|
|
—
|
|
|
1.2
|
|
|
1.2
|
|
|||
Total
|
|
$
|
2.8
|
|
|
$
|
1.2
|
|
|
$
|
4.0
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Total
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
Foreign exchange forward contracts
|
|
—
|
|
|
.6
|
|
|
.6
|
|
|||
Total
|
|
$
|
2.7
|
|
|
$
|
.6
|
|
|
$
|
3.3
|
|
Liabilities:
|
|
|
|
|
|
|
||||||
Foreign exchange forward contracts
|
|
$
|
—
|
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
Total
|
|
$
|
—
|
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Venezuela long-lived assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Available-for-sale securities
|
|
$
|
2.8
|
|
|
$
|
2.8
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Debt maturing within one year
(1)
|
|
(55.2
|
)
|
|
(55.2
|
)
|
|
(121.7
|
)
|
|
(121.7
|
)
|
||||
Long-term debt
(1)
|
|
(2,159.6
|
)
|
|
(1,622.7
|
)
|
|
(2,428.7
|
)
|
|
(2,207.2
|
)
|
||||
Foreign exchange forward contracts
|
|
.1
|
|
|
.1
|
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Compensation cost for stock options, stock appreciation rights, performance restricted stock units and restricted stock units
|
|
$
|
51.2
|
|
|
$
|
38.9
|
|
|
$
|
43.3
|
|
Total income tax benefit recognized for share-based arrangements
|
|
4.1
|
|
|
3.2
|
|
|
14.9
|
|
|
|
Shares
(in 000’s)
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at January 1, 2015
|
|
17,158
|
|
|
$
|
31.74
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
|
(6
|
)
|
|
18.25
|
|
|
|
|
|
|||
Expired
|
|
(5,504
|
)
|
|
38.20
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
11,648
|
|
|
$
|
28.70
|
|
|
2.9
|
|
$
|
—
|
|
Exercisable at December 31, 2015
|
|
11,018
|
|
|
$
|
28.18
|
|
|
2.9
|
|
$
|
—
|
|
|
|
2014
|
|
2013
|
||||
Cash proceeds from stock options exercised
|
|
$
|
.2
|
|
|
$
|
19.4
|
|
Tax obligation realized for stock options exercised
|
|
—
|
|
|
(1.8
|
)
|
||
Intrinsic value of stock options exercised
|
|
—
|
|
|
6.4
|
|
|
|
Restricted Stock
And Units
(in 000’s)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
January 1, 2015
|
|
4,995
|
|
|
$
|
16.80
|
|
Granted
|
|
2,938
|
|
|
7.91
|
|
|
Vested
|
|
(1,084
|
)
|
|
18.14
|
|
|
Forfeited
|
|
(827
|
)
|
|
14.09
|
|
|
December 31, 2015
|
|
6,022
|
|
|
$
|
12.62
|
|
|
|
Performance Restricted
Stock Units
(in 000’s)
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
January 1, 2015
(1)
|
|
4,976
|
|
|
$
|
17.53
|
|
Granted
|
|
2,013
|
|
|
7.49
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(1,655
|
)
|
|
18.32
|
|
|
December 31, 2015
(1)
|
|
5,334
|
|
|
$
|
13.51
|
|
|
|
Pension Plans
|
|
|
||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Postretirement Benefits
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
|
$
|
(705.2
|
)
|
|
$
|
(668.3
|
)
|
|
$
|
(777.6
|
)
|
|
$
|
(734.3
|
)
|
|
$
|
(93.4
|
)
|
|
$
|
(93.8
|
)
|
Service cost
|
|
(13.0
|
)
|
|
(14.1
|
)
|
|
(5.3
|
)
|
|
(6.0
|
)
|
|
(.7
|
)
|
|
(.7
|
)
|
||||||
Interest cost
|
|
(25.1
|
)
|
|
(27.8
|
)
|
|
(23.6
|
)
|
|
(31.0
|
)
|
|
(3.7
|
)
|
|
(4.1
|
)
|
||||||
Actuarial (loss) gain
|
|
44.4
|
|
|
(124.6
|
)
|
|
54.3
|
|
|
(123.4
|
)
|
|
5.7
|
|
|
(2.0
|
)
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.8
|
)
|
||||||
Benefits paid
|
|
92.1
|
|
|
129.1
|
|
|
35.6
|
|
|
45.5
|
|
|
7.9
|
|
|
9.3
|
|
||||||
Plan amendments
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
||||||
Curtailments
|
|
—
|
|
|
(1.4
|
)
|
|
.2
|
|
|
—
|
|
|
—
|
|
|
.3
|
|
||||||
Settlements
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.7
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.2
|
)
|
||||||
Foreign currency changes and other
|
|
—
|
|
|
—
|
|
|
48.7
|
|
|
70.9
|
|
|
1.1
|
|
|
.6
|
|
||||||
Ending balance
|
|
$
|
(606.8
|
)
|
|
$
|
(705.2
|
)
|
|
$
|
(667.7
|
)
|
|
$
|
(777.6
|
)
|
|
$
|
(76.6
|
)
|
|
$
|
(93.4
|
)
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance
|
|
$
|
506.5
|
|
|
$
|
531.1
|
|
|
$
|
607.9
|
|
|
$
|
608.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
|
(13.7
|
)
|
|
54.5
|
|
|
16.3
|
|
|
62.8
|
|
|
—
|
|
|
—
|
|
||||||
Company contributions
|
|
7.6
|
|
|
50.0
|
|
|
21.6
|
|
|
27.4
|
|
|
5.4
|
|
|
6.5
|
|
||||||
Plan participant contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.8
|
|
||||||
Benefits paid
|
|
(92.1
|
)
|
|
(129.1
|
)
|
|
(35.6
|
)
|
|
(45.5
|
)
|
|
(7.9
|
)
|
|
(9.3
|
)
|
||||||
Foreign currency changes and other
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
(45.5
|
)
|
|
—
|
|
|
—
|
|
||||||
Ending balance
|
|
$
|
408.3
|
|
|
$
|
506.5
|
|
|
$
|
576.3
|
|
|
$
|
607.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status at end of year
(1)
|
|
$
|
(198.5
|
)
|
|
$
|
(198.7
|
)
|
|
$
|
(91.4
|
)
|
|
$
|
(169.7
|
)
|
|
$
|
(76.6
|
)
|
|
$
|
(93.4
|
)
|
Amount Recognized in Balance Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued compensation
|
|
(6.6
|
)
|
|
(9.0
|
)
|
|
(1.6
|
)
|
|
(3.7
|
)
|
|
(6.9
|
)
|
|
(8.0
|
)
|
||||||
Employee benefit plans liability
|
|
(191.9
|
)
|
|
(189.7
|
)
|
|
(97.9
|
)
|
|
(168.7
|
)
|
|
(69.7
|
)
|
|
(85.4
|
)
|
||||||
Net amount recognized
(1)
|
|
$
|
(198.5
|
)
|
|
$
|
(198.7
|
)
|
|
$
|
(91.4
|
)
|
|
$
|
(169.7
|
)
|
|
$
|
(76.6
|
)
|
|
$
|
(93.4
|
)
|
Pretax Amounts Recognized in Accumulated Other Comprehensive Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
|
$
|
310.2
|
|
|
$
|
380.0
|
|
|
$
|
239.6
|
|
|
$
|
302.5
|
|
|
$
|
15.5
|
|
|
$
|
23.2
|
|
Prior service credit
|
|
(1.4
|
)
|
|
(2.1
|
)
|
|
(1.2
|
)
|
|
(1.4
|
)
|
|
(29.1
|
)
|
|
(24.6
|
)
|
||||||
Total pretax amount recognized
|
|
$
|
308.8
|
|
|
$
|
377.9
|
|
|
$
|
238.4
|
|
|
$
|
301.1
|
|
|
$
|
(13.6
|
)
|
|
$
|
(1.4
|
)
|
Supplemental Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
|
$
|
601.7
|
|
|
$
|
701.6
|
|
|
$
|
185.0
|
|
|
$
|
735.0
|
|
|
N/A
|
|
|
N/A
|
|
||
Plans with Projected Benefit Obligation in Excess of Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
|
$
|
606.8
|
|
|
$
|
705.2
|
|
|
$
|
207.3
|
|
|
$
|
750.8
|
|
|
N/A
|
|
|
N/A
|
|
||
Fair value plan assets
|
|
408.3
|
|
|
506.5
|
|
|
107.8
|
|
|
584.1
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Plans with Accumulated Benefit Obligation in Excess of Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
|
$
|
606.8
|
|
|
$
|
705.2
|
|
|
$
|
186.3
|
|
|
$
|
770.1
|
|
|
N/A
|
|
|
N/A
|
|
||
Accumulated benefit obligation
|
|
601.7
|
|
|
701.6
|
|
|
173.7
|
|
|
744.7
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Fair value plan assets
|
|
408.3
|
|
|
506.5
|
|
|
93.7
|
|
|
597.6
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Postretirement Benefits
|
||||||||||||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Net Periodic Benefit Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
|
$
|
13.0
|
|
|
$
|
14.1
|
|
|
$
|
15.7
|
|
|
$
|
5.3
|
|
|
$
|
6.0
|
|
|
$
|
9.2
|
|
|
$
|
.7
|
|
|
$
|
.7
|
|
|
$
|
1.4
|
|
Interest cost
|
|
25.1
|
|
|
27.8
|
|
|
27.5
|
|
|
23.6
|
|
|
31.0
|
|
|
31.4
|
|
|
3.7
|
|
|
4.1
|
|
|
4.3
|
|
|||||||||
Expected return on plan assets
|
|
(32.6
|
)
|
|
(35.8
|
)
|
|
(37.4
|
)
|
|
(36.4
|
)
|
|
(36.4
|
)
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service credit
|
|
(.7
|
)
|
|
(.3
|
)
|
|
(.3
|
)
|
|
(.1
|
)
|
|
(.1
|
)
|
|
(.3
|
)
|
|
(4.0
|
)
|
|
(4.4
|
)
|
|
(4.7
|
)
|
|||||||||
Amortization of net actuarial losses
|
|
43.7
|
|
|
45.1
|
|
|
47.2
|
|
|
8.4
|
|
|
6.5
|
|
|
8.5
|
|
|
1.8
|
|
|
1.3
|
|
|
2.3
|
|
|||||||||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlements/curtailments
|
|
27.9
|
|
|
38.0
|
|
|
—
|
|
|
.5
|
|
|
2.7
|
|
|
(4.3
|
)
|
|
—
|
|
|
(2.7
|
)
|
|
(1.8
|
)
|
|||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
(2)
|
|
$
|
76.4
|
|
|
$
|
88.9
|
|
|
$
|
52.7
|
|
|
$
|
1.4
|
|
|
$
|
9.7
|
|
|
$
|
10.6
|
|
|
$
|
2.2
|
|
|
$
|
(1.0
|
)
|
|
$
|
1.5
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial losses (gains)
|
|
$
|
1.8
|
|
|
$
|
105.9
|
|
|
$
|
(80.8
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
97.0
|
|
|
$
|
(6.0
|
)
|
|
$
|
(5.6
|
)
|
|
$
|
2.0
|
|
|
$
|
(22.5
|
)
|
Prior service (credit) cost
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||||||
Amortization of prior service credit
|
|
.7
|
|
|
.3
|
|
|
.3
|
|
|
.1
|
|
|
.1
|
|
|
7.9
|
|
|
4.0
|
|
|
7.2
|
|
|
7.0
|
|
|||||||||
Amortization of net actuarial losses
|
|
(71.6
|
)
|
|
(81.5
|
)
|
|
(47.2
|
)
|
|
(9.1
|
)
|
|
(9.9
|
)
|
|
(13.4
|
)
|
|
(1.8
|
)
|
|
(1.6
|
)
|
|
(3.1
|
)
|
|||||||||
Amortization of transition obligation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Foreign currency changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.4
|
)
|
|
(28.0
|
)
|
|
4.2
|
|
|
.2
|
|
|
.1
|
|
|
(.1
|
)
|
|||||||||
Total recognized in other comprehensive (loss) income*
|
|
$
|
(69.1
|
)
|
|
$
|
22.7
|
|
|
$
|
(127.7
|
)
|
|
$
|
(62.7
|
)
|
|
$
|
59.2
|
|
|
$
|
(7.3
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
7.7
|
|
|
$
|
(20.0
|
)
|
Total recognized in net periodic benefit cost and other comprehensive (loss) income
|
|
$
|
7.3
|
|
|
$
|
111.6
|
|
|
$
|
(75.0
|
)
|
|
$
|
(61.3
|
)
|
|
$
|
68.9
|
|
|
$
|
3.3
|
|
|
$
|
(10.0
|
)
|
|
$
|
6.7
|
|
|
$
|
(18.5
|
)
|
|
|
Pension Benefits
|
|
|
||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Postretirement
Benefits
|
||||||
Net actuarial loss
(3)
|
|
$
|
33.8
|
|
|
$
|
6.9
|
|
|
$
|
1.2
|
|
Prior service credit
(3)
|
|
(.5
|
)
|
|
(.1
|
)
|
|
(5.1
|
)
|
|
|
Pension Benefits
|
|
Postretirement
|
||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Benefits
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
Discount rate
|
|
4.19
|
%
|
|
3.83
|
%
|
|
3.69
|
%
|
|
3.27
|
%
|
|
4.50
|
%
|
|
4.20
|
%
|
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.26
|
%
|
|
3.20
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
Pension Benefits
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Postretirement Benefits
|
|||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||
Discount rate
|
|
3.83
|
%
|
|
4.54
|
%
|
|
3.55
|
%
|
|
3.27
|
%
|
|
4.59
|
%
|
|
4.69
|
%
|
|
4.20
|
%
|
|
4.97
|
%
|
|
4.00
|
%
|
Rate of compensation increase
|
|
4.00
|
%
|
|
4.00
|
%
|
|
3.86
|
%
|
|
3.20
|
%
|
|
3.70
|
%
|
|
3.95
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of return on assets
|
|
7.25
|
%
|
|
7.50
|
%
|
|
7.75
|
%
|
|
6.55
|
%
|
|
6.33
|
%
|
|
6.64
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
U.S. Pension Plan
|
|
Non-U.S. Pension Plans
|
||||||||||||||
|
|
% of Plan Assets
|
|
% of Plan Assets
|
||||||||||||||
|
|
Target
|
|
at Year-End
|
|
Target
|
|
at Year-End
|
||||||||||
Asset Category
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Equity securities
|
|
30
|
%
|
|
27
|
%
|
|
28
|
%
|
|
23
|
%
|
|
23
|
%
|
|
61
|
%
|
Debt securities
|
|
70
|
|
|
69
|
|
|
69
|
|
|
72
|
|
|
72
|
|
|
37
|
|
Real Estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
|
—
|
|
|
4
|
|
|
3
|
|
|
5
|
|
|
5
|
|
|
2
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
U.S. Pension Plan
|
||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity Securities:
|
|
|
|
|
|
|
||||||
Domestic equity
|
|
$
|
—
|
|
|
$
|
13.3
|
|
|
$
|
13.3
|
|
International equity
|
|
—
|
|
|
79.5
|
|
|
79.5
|
|
|||
Emerging markets
|
|
—
|
|
|
16.5
|
|
|
16.5
|
|
|||
|
|
—
|
|
|
109.3
|
|
|
109.3
|
|
|||
Fixed Income Securities:
|
|
|
|
|
|
|
||||||
Corporate bonds
|
|
—
|
|
|
156.8
|
|
|
156.8
|
|
|||
Government securities
|
|
—
|
|
|
126.8
|
|
|
126.8
|
|
|||
|
|
—
|
|
|
283.6
|
|
|
283.6
|
|
|||
Cash
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
|||
Derivatives
|
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|||
Total
(4)
|
|
$
|
12.2
|
|
|
$
|
396.1
|
|
|
$
|
408.3
|
|
|
|
Non-U.S. Pension Plans
|
||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity
|
|
$
|
—
|
|
|
$
|
24.1
|
|
|
$
|
—
|
|
|
$
|
24.1
|
|
International equity
|
|
—
|
|
|
109.7
|
|
|
—
|
|
|
109.7
|
|
||||
|
|
—
|
|
|
133.8
|
|
|
—
|
|
|
133.8
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
—
|
|
|
206.5
|
|
|
—
|
|
|
206.5
|
|
||||
Government securities
|
|
—
|
|
|
197.7
|
|
|
—
|
|
|
197.7
|
|
||||
Other
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
11.1
|
|
||||
|
|
—
|
|
|
415.3
|
|
|
—
|
|
|
415.3
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||
Derivatives
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
13.9
|
|
||||
Real estate
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
.8
|
|
|
.8
|
|
||||
|
|
11.5
|
|
|
13.9
|
|
|
1.8
|
|
|
27.2
|
|
||||
Total
|
|
$
|
11.5
|
|
|
$
|
563.0
|
|
|
$
|
1.8
|
|
|
$
|
576.3
|
|
|
|
U.S. Pension Plan
|
||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Equity Securities:
|
|
|
|
|
|
|
||||||
Domestic equity
|
|
$
|
—
|
|
|
$
|
21.5
|
|
|
$
|
21.5
|
|
International equity
|
|
—
|
|
|
93.5
|
|
|
93.5
|
|
|||
Emerging markets
|
|
—
|
|
|
25.7
|
|
|
25.7
|
|
|||
|
|
—
|
|
|
140.7
|
|
|
140.7
|
|
|||
Fixed Income Securities:
|
|
|
|
|
|
|
||||||
Corporate bonds
|
|
—
|
|
|
208.1
|
|
|
208.1
|
|
|||
Government securities
|
|
—
|
|
|
141.5
|
|
|
141.5
|
|
|||
|
|
—
|
|
|
349.6
|
|
|
349.6
|
|
|||
Cash
|
|
18.0
|
|
|
—
|
|
|
18.0
|
|
|||
Derivatives
|
|
—
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Total
(5)
|
|
$
|
18.0
|
|
|
$
|
488.5
|
|
|
$
|
506.5
|
|
|
|
Non-U.S. Pension Plans
|
||||||||||||||
Asset Category
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
|
||||||||
Domestic equity
|
|
$
|
—
|
|
|
$
|
93.5
|
|
|
$
|
—
|
|
|
$
|
93.5
|
|
International equity
|
|
—
|
|
|
277.2
|
|
|
—
|
|
|
277.2
|
|
||||
|
|
—
|
|
|
370.7
|
|
|
—
|
|
|
370.7
|
|
||||
Fixed Income Securities:
|
|
|
|
|
|
|
|
|
||||||||
Corporate bonds
|
|
—
|
|
|
82.1
|
|
|
—
|
|
|
82.1
|
|
||||
Government securities
|
|
—
|
|
|
111.8
|
|
|
—
|
|
|
111.8
|
|
||||
Other
|
|
—
|
|
|
28.8
|
|
|
—
|
|
|
28.8
|
|
||||
|
|
—
|
|
|
222.7
|
|
|
—
|
|
|
222.7
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
12.6
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
||||
Real estate
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
.9
|
|
|
.9
|
|
||||
|
|
12.6
|
|
|
—
|
|
|
1.9
|
|
|
14.5
|
|
||||
Total
|
|
$
|
12.6
|
|
|
$
|
593.4
|
|
|
$
|
1.9
|
|
|
$
|
607.9
|
|
|
Amount
|
|
|
Balance as of January 1, 2014
|
$
|
2.3
|
|
Actual return on plan assets held
|
(.3
|
)
|
|
Foreign currency changes
|
(.1
|
)
|
|
|
|
||
Balance as of December 31, 2014
|
1.9
|
|
|
Actual return on plan assets held
|
.1
|
|
|
Foreign currency changes
|
(.2
|
)
|
|
|
|
||
Balance as of December 31, 2015
|
$
|
1.8
|
|
|
|
Pension Benefits
|
|
|
||||||||||||
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
Total
|
|
Postretirement
Benefits
|
||||||||
2016
(6)
|
|
$
|
64.2
|
|
|
$
|
30.1
|
|
|
$
|
94.3
|
|
|
$
|
6.9
|
|
2017
(6)
|
|
64.5
|
|
|
30.2
|
|
|
94.7
|
|
|
6.7
|
|
||||
2018
(6)
|
|
51.7
|
|
|
31.7
|
|
|
83.4
|
|
|
6.5
|
|
||||
2019
(6)
|
|
49.3
|
|
|
32.6
|
|
|
81.9
|
|
|
6.3
|
|
||||
2020
(6)
|
|
48.5
|
|
|
32.9
|
|
|
81.4
|
|
|
6.1
|
|
||||
2021-2025
(6)
|
|
212.9
|
|
|
180.6
|
|
|
393.5
|
|
|
27.1
|
|
|
|
1 Percentage
Point Increase
|
|
1 Percentage
Point Decrease
|
||||
Effect on total of service and interest cost components
|
|
$
|
—
|
|
|
$
|
—
|
|
Effect on postretirement benefit obligation
|
|
.1
|
|
|
(.1
|
)
|
|
|
2015
|
|
2014
|
||||
Corporate-owned life insurance policies
|
|
$
|
32.7
|
|
|
$
|
32.2
|
|
Cash and cash equivalents
|
|
.7
|
|
|
1.4
|
|
||
Total
|
|
$
|
33.4
|
|
|
$
|
33.6
|
|
Total Revenue & Operating Profit (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
|
Total
Revenue
|
|
Operating
Profit (Loss)
|
||||||||||||
Latin America
|
|
$
|
3,260.4
|
|
|
$
|
103.1
|
|
|
$
|
4,239.5
|
|
|
$
|
279.8
|
|
|
$
|
4,840.5
|
|
|
$
|
478.6
|
|
Europe, Middle East & Africa
|
|
2,272.3
|
|
|
217.1
|
|
|
2,705.8
|
|
|
300.9
|
|
|
2,898.4
|
|
|
406.7
|
|
||||||
Asia Pacific
|
|
627.8
|
|
|
35.3
|
|
|
702.7
|
|
|
20.9
|
|
|
757.9
|
|
|
(12.1
|
)
|
||||||
Total from operations
|
|
6,160.5
|
|
|
355.5
|
|
|
7,648.0
|
|
|
601.6
|
|
|
8,496.8
|
|
|
873.2
|
|
||||||
Global and other
|
|
—
|
|
|
(190.5
|
)
|
|
—
|
|
|
(167.3
|
)
|
|
—
|
|
|
(333.4
|
)
|
||||||
Total
|
|
$
|
6,160.5
|
|
|
$
|
165.0
|
|
|
$
|
7,648.0
|
|
|
$
|
434.3
|
|
|
$
|
8,496.8
|
|
|
$
|
539.8
|
|
Total Assets
|
|
|
|
|
|
|
||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Latin America
|
|
$
|
1,543.0
|
|
|
$
|
2,033.0
|
|
|
$
|
2,432.7
|
|
Europe, Middle East & Africa
|
|
910.4
|
|
|
1,170.6
|
|
|
1,370.9
|
|
|||
Asia Pacific
|
|
317.0
|
|
|
390.8
|
|
|
441.7
|
|
|||
Total from continuing operations
|
|
2,770.4
|
|
|
3,594.4
|
|
|
4,245.3
|
|
|||
Total from discontinued operations*
|
|
371.2
|
|
|
426.0
|
|
|
524.6
|
|
|||
Global and other
|
|
637.9
|
|
|
1,476.4
|
|
|
1,722.4
|
|
|||
Total assets*
|
|
$
|
3,779.5
|
|
|
$
|
5,496.8
|
|
|
$
|
6,492.3
|
|
*
|
Total assets from discontinued operations and total assets at December 31, 2015 and 2014 in the table above exclude the
$100.0
receivable from continuing operations that was presented within current assets of discontinued operations. See Note 3, Discontinued Operations and Divestitures.
|
Capital Expenditures
|
|
|
|
|
|
|
||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Latin America
|
|
$
|
55.3
|
|
|
$
|
82.6
|
|
|
$
|
94.1
|
|
Europe, Middle East & Africa
|
|
18.4
|
|
|
19.0
|
|
|
20.0
|
|
|||
Asia Pacific
|
|
3.5
|
|
|
3.3
|
|
|
6.6
|
|
|||
Total from operations
|
|
77.2
|
|
|
104.9
|
|
|
120.7
|
|
|||
Global and other
|
|
15.2
|
|
|
21.4
|
|
|
69.0
|
|
|||
Total capital expenditures
|
|
$
|
92.4
|
|
|
$
|
126.3
|
|
|
$
|
189.7
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Latin America
|
|
$
|
51.0
|
|
|
$
|
70.9
|
|
|
$
|
72.2
|
|
Europe, Middle East & Africa
|
|
31.0
|
|
|
40.0
|
|
|
46.6
|
|
|||
Asia Pacific
|
|
13.6
|
|
|
17.3
|
|
|
21.9
|
|
|||
Total from operations
|
|
95.6
|
|
|
128.2
|
|
|
140.7
|
|
|||
Global and other
|
|
30.5
|
|
|
41.2
|
|
|
47.0
|
|
|||
Total depreciation and amortization
|
|
$
|
126.1
|
|
|
$
|
169.4
|
|
|
$
|
187.7
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Brazil
|
|
$
|
1,252.6
|
|
|
$
|
1,909.3
|
|
|
$
|
2,014.0
|
|
All other
|
|
4,907.9
|
|
|
5,738.7
|
|
|
6,482.8
|
|
|||
Total
|
|
$
|
6,160.5
|
|
|
$
|
7,648.0
|
|
|
$
|
8,496.8
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Brazil
|
|
$
|
302.7
|
|
|
$
|
361.9
|
|
|
$
|
421.5
|
|
U.S.
|
|
225.9
|
|
|
250.0
|
|
|
265.6
|
|
|||
All other
|
|
597.3
|
|
|
969.8
|
|
|
1,112.9
|
|
|||
Total
|
|
$
|
1,125.9
|
|
|
$
|
1,581.7
|
|
|
$
|
1,800.0
|
|
Year
|
|
Leases
|
|
Purchase
Obligations |
||||
2016
|
|
$
|
72.3
|
|
|
$
|
143.8
|
|
2017
|
|
55.3
|
|
|
96.2
|
|
||
2018
|
|
45.3
|
|
|
63.0
|
|
||
2019
|
|
39.3
|
|
|
53.7
|
|
||
2020
|
|
33.9
|
|
|
50.2
|
|
||
Later years
|
|
100.2
|
|
|
49.3
|
|
||
Sublease rental income
|
|
(33.3
|
)
|
|
N/A
|
|
||
Total
|
|
$
|
313.0
|
|
|
$
|
456.2
|
|
•
|
charge of
$22.1
for employee-related costs due to severance benefits; and
|
•
|
implementation costs of
$7.6
primarily for professional service fees associated with Corporate and Asia Pacific.
|
|
|
Total
|
||
2015 charges
|
|
$
|
24.9
|
|
Adjustments
|
|
(2.8
|
)
|
|
Cash payments
|
|
(17.8
|
)
|
|
Foreign exchange
|
|
(.3
|
)
|
|
Balance at December 31, 2015
|
|
$
|
4.0
|
|
|
|
Latin
America
|
|
Europe, Middle East & Africa
|
|
Asia
Pacific
|
|
Corporate
|
|
Total
|
||||||||||
Charges incurred on approved initiatives
|
|
$
|
2.9
|
|
|
$
|
4.2
|
|
|
$
|
5.8
|
|
|
$
|
9.2
|
|
|
$
|
22.1
|
|
•
|
net benefit of
$4.4
primarily for employee-related benefits, associated with severance;
|
•
|
implementation costs of
$.9
primarily related to professional service fees associated with our Europe, Middle East & Africa and Asia Pacific businesses;
|
•
|
benefit of
$.4
primarily related to the accumulated foreign currency translation adjustments associated with Asia Pacific markets;
|
•
|
accelerated depreciation of
$.3
associated with the closure and rationalization of certain facilities; and
|
•
|
contract termination and other charge of
$.1
, primarily related to Asia Pacific.
|
•
|
net charge of $
57.9
primarily for employee-related costs, including severance benefits;
|
•
|
accelerated depreciation of $
12.2
associated with the closure and rationalization of certain facilities and other assets;
|
•
|
contract termination and other charges of $
6.3
, primarily related to the costs associated with the closure of the France market and the exit of the Service Model Transformation ("SMT") facility;
|
•
|
implementation costs of
$3.8
primarily related to professional service fees; and
|
•
|
charge of
$3.7
primarily related to the accumulated foreign currency translation adjustments associated with the closure of the France market.
|
•
|
net charge of $
45.3
primarily for employee-related costs, including severance and pension benefits;
|
•
|
contract termination and other charges of
$4.6
, primarily related to the costs associated with our exit from the Republic of Ireland market;
|
•
|
accelerated depreciation of $
3.4
associated with the closure and rationalization of certain facilities;
|
•
|
net benefit of
$3.5
due to accumulated foreign currency translation adjustments in the second quarter of 2013 primarily associated with our exit from the Vietnam market;
|
•
|
implementation costs of
$3.5
for professional service fees; and
|
•
|
net benefit of
$.7
due to inventory adjustments in the first and second quarters of 2013.
|
|
|
Employee-
Related
Costs
|
|
Inventory/ Asset Write-offs
|
|
Foreign Currency Translation Adjustment Write-offs
|
|
Contract Terminations/ Other
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
|
$
|
19.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
20.7
|
|
2013 Charges
|
|
45.5
|
|
|
.1
|
|
|
(3.5
|
)
|
|
5.1
|
|
|
47.2
|
|
|||||
Adjustments
|
|
(.2
|
)
|
|
(.8
|
)
|
|
—
|
|
|
(.5
|
)
|
|
(1.5
|
)
|
|||||
Cash payments
|
|
(40.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.8
|
)
|
|
(45.3
|
)
|
|||||
Non-cash write-offs
|
|
2.0
|
|
|
.7
|
|
|
3.5
|
|
|
—
|
|
|
6.2
|
|
|||||
Foreign exchange
|
|
.1
|
|
|
—
|
|
|
—
|
|
|
.1
|
|
|
.2
|
|
|||||
Balance at December 31, 2013
|
|
$
|
25.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
27.5
|
|
2014 Charges
|
|
64.2
|
|
|
—
|
|
|
3.7
|
|
|
7.4
|
|
|
75.3
|
|
|||||
Adjustments
|
|
(6.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(7.4
|
)
|
|||||
Cash payments
|
|
(44.8
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
(51.7
|
)
|
|||||
Non-cash write-offs
|
|
.2
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(3.5
|
)
|
|||||
Foreign exchange
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
(2.2
|
)
|
|||||
Balance at December 31, 2014
|
|
$
|
37.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.9
|
|
|
$
|
38.0
|
|
2015 Charges
|
|
.6
|
|
|
—
|
|
|
(.4
|
)
|
|
.3
|
|
|
.5
|
|
|||||
Adjustments
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
(5.1
|
)
|
|||||
Cash payments
|
|
(25.8
|
)
|
|
—
|
|
|
—
|
|
|
(.6
|
)
|
|
(26.4
|
)
|
|||||
Non-cash write-offs
|
|
.4
|
|
|
—
|
|
|
.4
|
|
|
—
|
|
|
.8
|
|
|||||
Foreign exchange
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(.1
|
)
|
|
(1.6
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
.4
|
|
|
$
|
6.2
|
|
|
|
Employee-
Related
Costs
|
|
Inventory/ Asset Write-offs
|
|
Foreign Currency
Translation
Adjustment
Write-offs
|
|
Contract
Terminations/
Other
|
|
Total
|
||||||||||
Total charges incurred
|
|
$
|
126.1
|
|
|
$
|
.7
|
|
|
$
|
(.2
|
)
|
|
$
|
12.9
|
|
|
$
|
139.5
|
|
|
|
Latin
America
|
|
Europe, Middle East & Africa
|
|
Asia
Pacific
|
|
Corporate
|
|
Total
|
||||||||||
2012
|
|
$
|
12.9
|
|
|
$
|
1.1
|
|
|
$
|
12.9
|
|
|
$
|
3.6
|
|
|
$
|
30.5
|
|
2013
|
|
11.1
|
|
|
15.6
|
|
|
1.3
|
|
|
17.7
|
|
|
45.7
|
|
|||||
2014
|
|
24.5
|
|
|
19.9
|
|
|
6.5
|
|
|
17.1
|
|
|
68.0
|
|
|||||
2015
|
|
(1.3
|
)
|
|
(1.2
|
)
|
|
(.2
|
)
|
|
(2.0
|
)
|
|
(4.7
|
)
|
|||||
Total charges incurred
|
|
$
|
47.2
|
|
|
$
|
35.4
|
|
|
$
|
20.5
|
|
|
$
|
36.4
|
|
|
$
|
139.5
|
|
|
Latin
America
|
|
Europe, Middle East & Africa
|
|
Asia
Pacific
|
|
Total
|
||||||||
Gross balance at December 31, 2014
|
$
|
90.7
|
|
|
$
|
156.0
|
|
|
$
|
85.0
|
|
|
$
|
331.7
|
|
Accumulated impairments
|
—
|
|
|
—
|
|
|
(82.4
|
)
|
|
(82.4
|
)
|
||||
Net balance at December 31, 2014
|
$
|
90.7
|
|
|
$
|
156.0
|
|
|
$
|
2.6
|
|
|
$
|
249.3
|
|
|
|
|
|
|
|
|
|
||||||||
Changes during the period ended December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Divestitures
|
$
|
—
|
|
|
$
|
(124.3
|
)
|
|
$
|
—
|
|
|
$
|
(124.3
|
)
|
Impairment
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
(6.9
|
)
|
||||
Foreign exchange
|
(21.8
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(25.8
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross balance at December 31, 2015
|
$
|
68.9
|
|
|
$
|
27.7
|
|
|
$
|
85.0
|
|
|
$
|
305.9
|
|
Accumulated impairments
|
—
|
|
|
(6.9
|
)
|
|
(82.4
|
)
|
|
(89.3
|
)
|
||||
Net balance at December 31, 2015
|
$
|
68.9
|
|
|
$
|
20.8
|
|
|
$
|
2.6
|
|
|
$
|
92.3
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-Lived Intangible Assets
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
|
$
|
21.5
|
|
|
$
|
(21.5
|
)
|
|
$
|
33.0
|
|
|
$
|
(31.1
|
)
|
Licensing agreements
|
|
26.2
|
|
|
(26.2
|
)
|
|
43.4
|
|
|
(39.9
|
)
|
||||
Noncompete agreements
|
|
6.3
|
|
|
(6.3
|
)
|
|
7.2
|
|
|
(7.2
|
)
|
||||
Indefinite-Lived Trademarks
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
||||
Total
|
|
$
|
54.0
|
|
|
$
|
(54.0
|
)
|
|
$
|
107.2
|
|
|
$
|
(78.2
|
)
|
Prepaid expenses and other
|
|
2015
|
|
2014
|
||||
Prepaid taxes and tax refunds receivable
|
|
$
|
96.3
|
|
|
$
|
155.9
|
|
Receivables other than trade
|
|
69.6
|
|
|
70.6
|
|
||
Prepaid brochure costs, paper and other literature
|
|
64.5
|
|
|
72.1
|
|
||
Short-term investments
|
|
2.4
|
|
|
21.0
|
|
||
Deferred tax assets (Note 2 and Note 7)
|
|
—
|
|
|
205.2
|
|
||
Other
|
|
63.3
|
|
|
65.9
|
|
||
Prepaid expenses and other
|
|
$
|
296.1
|
|
|
$
|
590.7
|
|
Other assets
|
|
2015
|
|
2014
|
||||
Deferred tax assets (Note 2 and Note 7)
|
|
$
|
172.8
|
|
|
$
|
678.8
|
|
Long-term receivables
|
|
162.1
|
|
|
149.5
|
|
||
Capitalized software (Note 1)
|
|
82.4
|
|
|
91.6
|
|
||
Investments
|
|
36.3
|
|
|
36.4
|
|
||
Tooling (plates and molds associated with our beauty products)
|
|
15.3
|
|
|
20.7
|
|
||
Other intangible assets, net (Note 16)
|
|
—
|
|
|
29.1
|
|
||
Other
|
|
30.2
|
|
|
28.2
|
|
||
Other assets
|
|
$
|
499.1
|
|
|
$
|
1,034.3
|
|
2015
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
|
||||||||||
Total revenue
|
|
$
|
1,552.1
|
|
|
$
|
1,564.9
|
|
|
$
|
1,436.2
|
|
|
$
|
1,607.3
|
|
|
$
|
6,160.5
|
|
|
Gross profit
|
|
940.4
|
|
|
953.9
|
|
|
877.2
|
|
|
943.6
|
|
|
3,715.1
|
|
|
|||||
Operating (loss) profit
(1)
|
|
(32.9
|
)
|
|
89.7
|
|
|
45.3
|
|
|
62.9
|
|
|
165.0
|
|
|
|||||
(Loss) income from continuing operations, before taxes
(2)
|
|
(76.7
|
)
|
|
61.2
|
|
|
31.0
|
|
|
7.2
|
|
|
22.7
|
|
|
|||||
(Loss) income from continuing operations, net of tax
(3)
|
|
(142.6
|
)
|
|
28.9
|
|
|
(668.0
|
)
|
|
(14.8
|
)
|
|
(796.5
|
)
|
|
|||||
(Loss) income from discontinued operations, net of tax
|
|
(3.8
|
)
|
|
.8
|
|
|
(29.0
|
)
|
|
(317.1
|
)
|
|
(349.1
|
)
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(.9
|
)
|
|
(.9
|
)
|
|
—
|
|
|
(1.5
|
)
|
|
(3.3
|
)
|
|
|||||
Net (loss) income attributable to Avon
|
|
$
|
(147.3
|
)
|
|
$
|
28.8
|
|
|
$
|
(697.0
|
)
|
|
$
|
(333.4
|
)
|
|
$
|
(1,148.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings per common share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(.33
|
)
|
|
$
|
.06
|
|
|
$
|
(1.51
|
)
|
|
$
|
(.04
|
)
|
|
$
|
(1.81
|
)
|
(4)
|
Diluted
|
|
(.33
|
)
|
|
.06
|
|
|
(1.51
|
)
|
|
(.04
|
)
|
|
(1.81
|
)
|
(4)
|
2014
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
|
||||||||||
Total revenue
|
|
$
|
1,887.9
|
|
|
$
|
1,884.5
|
|
|
$
|
1,861.5
|
|
|
$
|
2,014.1
|
|
|
$
|
7,648.0
|
|
|
Gross profit
|
|
1,048.5
|
|
|
1,189.8
|
|
|
1,165.0
|
|
|
1,237.8
|
|
|
4,641.1
|
|
|
|||||
Operating (loss) profit
(1)
|
|
(47.4
|
)
|
|
110.7
|
|
|
196.2
|
|
|
174.8
|
|
|
434.3
|
|
|
|||||
(Loss) income from continuing operations, before taxes
(2)
|
|
(136.8
|
)
|
|
83.3
|
|
|
153.4
|
|
|
100.9
|
|
|
200.8
|
|
|
|||||
(Loss) income from continuing operations, net of tax
(3)
|
|
(165.5
|
)
|
|
29.4
|
|
|
97.0
|
|
|
(305.4
|
)
|
|
(344.5
|
)
|
|
|||||
Loss from discontinued operations, net of tax
|
|
(1.7
|
)
|
|
(9.5
|
)
|
|
(5.0
|
)
|
|
(24.2
|
)
|
|
(40.4
|
)
|
|
|||||
Net income attributable to noncontrolling interests
|
|
(1.1
|
)
|
|
(.9
|
)
|
|
(.6
|
)
|
|
(1.1
|
)
|
|
(3.7
|
)
|
|
|||||
Net (loss) income attributable to Avon
|
|
$
|
(168.3
|
)
|
|
$
|
19.0
|
|
|
$
|
91.4
|
|
|
$
|
(330.7
|
)
|
|
$
|
(388.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) earnings per common share from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
(.38
|
)
|
|
$
|
.07
|
|
|
$
|
.22
|
|
|
$
|
(.70
|
)
|
|
$
|
(.79
|
)
|
(4)
|
Diluted
|
|
(.38
|
)
|
|
.07
|
|
|
.22
|
|
|
(.70
|
)
|
|
(.79
|
)
|
(4)
|
2015
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Costs to implement restructuring initiatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
|
27.2
|
|
|
2.9
|
|
|
(1.9
|
)
|
|
20.9
|
|
|
49.1
|
|
|||||
Total costs to implement restructuring initiatives
|
|
$
|
27.2
|
|
|
$
|
2.9
|
|
|
$
|
(1.9
|
)
|
|
$
|
20.9
|
|
|
$
|
49.1
|
|
Venezuelan special items
|
|
$
|
106.4
|
|
|
$
|
6.2
|
|
|
$
|
5.7
|
|
|
$
|
1.9
|
|
|
$
|
120.2
|
|
Pension settlement charge
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
|
$
|
1.1
|
|
|
$
|
7.3
|
|
Other items
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.1
|
|
|
$
|
3.1
|
|
Asset impairment and other charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
6.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Year
|
||||||||||
Costs to implement restructuring initiatives:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling, general and administrative expenses
|
|
17.2
|
|
|
41.5
|
|
|
.8
|
|
|
27.1
|
|
|
86.6
|
|
|||||
Total costs to implement restructuring initiatives
|
|
$
|
17.2
|
|
|
$
|
41.5
|
|
|
$
|
.8
|
|
|
$
|
27.1
|
|
|
$
|
86.6
|
|
Venezuelan special items
|
|
$
|
115.7
|
|
|
$
|
18.0
|
|
|
$
|
2.0
|
|
|
$
|
1.4
|
|
|
$
|
137.1
|
|
FCPA accrual
|
|
$
|
46.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46.0
|
|
Pension settlement charge
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
$
|
1.4
|
|
|
$
|
2.0
|
|
|
$
|
9.5
|
|
(2)
|
In addition to the items impacting operating (loss) profit above, (loss) income from continuing operations, before taxes during 2015 was impacted by an after-tax benefit of
$3.4
(benefit of
$4.2
in other expense, net, and a loss of
$.8
in income taxes) recorded in the first quarter, primarily reflecting the write-down of monetary assets and liabilities due to the change to the SIMADI rate. In addition, (loss) income from continuing operations, before taxes during 2015 was impacted by the gain on sale of Liz Earle of
$44.9
before tax (
$51.6
after tax), primarily recorded in the third quarter. In addition, (loss) income from continuing operations, before taxes during 2015 was impacted by a loss on extinguishment of debt of
$5.5
before tax in the third quarter caused by the make-whole premium and the write-off of debt issuance costs and discounts, associated with the prepayment of the
2.375%
Notes (as defined in Note 5, Debt and Other Financing) and
$2.5
before tax in the second quarter of 2015 associated with the write-off of issuance costs related to our previous
$1 billion
revolving credit facility.
|
(3)
|
(Loss) income from continuing operations, net of tax during 2015 was negatively impacted by an aggregate non-cash income tax charge of
$685.1
. This was primarily due to additional valuation allowances for U.S. deferred tax assets of
$641.6
and
$31.3
which were recorded in the third and first quarters of 2015, respectively, partially offset by a partial release of a valuation allowance for deferred tax assets of
$3.2
which was recorded in the second quarter of 2015. The additional valuation allowances in the third and first quarters of 2015 was due to the continued strengthening of the U.S. dollar against currencies of some of our key markets and the impact on the benefits from our tax planning strategies associated with the realization of our deferred tax assets. The partial release of the valuation allowance in the second quarter of 2015 was due to the weakening of the U.S. dollar against currencies of some of our key markets. In addition, the non-cash income tax charge was due to additional valuation allowances for deferred tax assets outside of the U.S. of
$15.4
, primarily in Russia, which was recorded in the third quarter of 2015, which was largely due to lower earnings, which were significantly impacted by foreign exchange losses on working capital balances. In addition, (loss) income from continuing operations, before taxes during 2015 was impacted by an income tax benefit of
$18.7
, which was recorded in the fourth quarter of 2015, recognized as a result of the implementation of foreign tax planning strategies.
|
(4)
|
The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.
|
|
|
|
|
Additions
|
|
|
|
|
|
|||||||||||||
(In millions)
Description
|
|
Balance at
Beginning
of Period
|
|
Charged
to Costs
and
Expenses
|
|
|
Charged
to
Revenue
|
|
Deductions
|
|
|
Balance
at End of
Period
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
93.7
|
|
|
$
|
144.1
|
|
|
|
$
|
—
|
|
|
$
|
(160.2
|
)
|
(1)
|
|
$
|
77.6
|
|
Allowance for sales returns
|
|
13.2
|
|
|
—
|
|
|
|
190.8
|
|
|
(194.9
|
)
|
(2)
|
|
9.1
|
|
|||||
Allowance for inventory obsolescence
|
|
98.9
|
|
|
45.4
|
|
|
|
—
|
|
|
(73.0
|
)
|
(3)
|
|
71.3
|
|
|||||
Deferred tax asset valuation allowance
|
|
1,362.6
|
|
|
609.5
|
|
(4)
|
|
—
|
|
|
—
|
|
|
|
1,972.1
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
118.4
|
|
|
$
|
171.1
|
|
|
|
$
|
—
|
|
|
$
|
(195.8
|
)
|
(1)
|
|
$
|
93.7
|
|
Allowance for sales returns
|
|
14.5
|
|
|
—
|
|
|
|
240.9
|
|
|
(242.2
|
)
|
(2)
|
|
13.2
|
|
|||||
Allowance for inventory obsolescence
|
|
113.9
|
|
|
78.4
|
|
|
|
—
|
|
|
(93.4
|
)
|
(3)
|
|
98.9
|
|
|||||
Deferred tax asset valuation allowance
|
|
942.1
|
|
|
420.5
|
|
(4)
|
|
—
|
|
|
—
|
|
|
|
1,362.6
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts receivable
|
|
$
|
121.3
|
|
|
$
|
209.2
|
|
|
|
$
|
—
|
|
|
$
|
(212.1
|
)
|
(1)
|
|
$
|
118.4
|
|
Allowance for sales returns
|
|
23.2
|
|
|
—
|
|
|
|
274.2
|
|
|
(282.9
|
)
|
(2)
|
|
14.5
|
|
|||||
Allowance for inventory obsolescence
|
|
134.4
|
|
|
82.0
|
|
|
|
—
|
|
|
(102.5
|
)
|
(3)
|
|
113.9
|
|
|||||
Deferred tax asset valuation allowance
|
|
786.1
|
|
|
156.0
|
|
(4)
|
|
—
|
|
|
—
|
|
|
|
942.1
|
|
(1)
|
Accounts written off, net of recoveries and foreign currency translation adjustment.
|
(2)
|
Returned product destroyed and foreign currency translation adjustment.
|
(3)
|
Obsolete inventory destroyed and foreign currency translation adjustment.
|
(4)
|
Increase in valuation allowance primarily for deferred tax assets that are not more likely than not to be realized in the future.
|
AVON PRODUCTS, INC.
|
||
By:
|
|
/s/ Jeff Benjamin
|
|
|
Name: Jeff Benjamin
Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer
|
|
|
|
Entity Name
|
|
Incorporation
|
Avon Cosmetics Albania Sh.p.k.
|
|
Albania
|
Cosmeticos Avon Sociedad Anonima Comercial E Industrial
|
|
Argentina
|
Avon Cosmetics Aust. Pty Limited
|
|
Australia
|
Avon Products Pty. Limited
|
|
Australia
|
Arlington Limited
|
|
Bermuda
|
Avon Holdings Ltd.
|
|
Bermuda
|
Avon International (Bermuda) Ltd.
|
|
Bermuda
|
Stratford Insurance Company, Ltd.
|
|
Bermuda
|
Compañia De Productos Para La Mujer AP Ltda.
|
|
Bolivia
|
Avon Cosmetics BiH d.o.o. Sarajevo
|
|
Bosnia & Herzegovina
|
Avon Cosméticos Ltda.
|
|
Brazil
|
Avon Industrial Ltda.
|
|
Brazil
|
Avon AIO Sdn Bhd
|
|
Brunei Darussalam
|
Avon Cosmetics Bulgaria EOOD
|
|
Bulgaria
|
Avon Canada ULC
|
|
Canada
|
AIH Holdings Company
|
|
Cayman Islands
|
Avon Colombia Holdings I
|
|
Cayman Islands
|
Avon Colombia Holdings II
|
|
Cayman Islands
|
Avon CV Holdings Company
|
|
Cayman Islands
|
Avon Egypt Holdings I
|
|
Cayman Islands
|
Avon Egypt Holdings II
|
|
Cayman Islands
|
Avon Egypt Holdings III
|
|
Cayman Islands
|
Avon International Capital Company
|
|
Cayman Islands
|
Avon International Holdings Company
|
|
Cayman Islands
|
Cosmeticos Avon S.A.
|
|
Chile
|
Avon Beauty & Cosmetics Research and Development (Shanghai) Co. Ltd.
|
|
China
|
Avon Healthcare Products Manufacturing (Guangzhou) Limited
|
|
China
|
Avon Management (Shanghai) Company Limited
|
|
China
|
Avon Manufacturing (Guangzhou) Ltd.
|
|
China
|
Avon Products (China) Co. Ltd.
|
|
China
|
Avon Colombia S.A.S.
|
|
Colombia
|
Avon Kosmetika d.o.o. Zagreb
|
|
Croatia
|
Avon Cosmetics, spol. s r.o.
|
|
Czech Republic
|
AIO Asia Holdings, Inc.
|
|
Delaware
|
Avon (Windsor) Limited
|
|
Delaware
|
Avon Aliada LLC
|
|
Delaware
|
Avon Capital Corporation
|
|
Delaware
|
Avon Component Manufacturing, Inc.
|
|
Delaware
|
Avon Cosmetics DE, Inc.
|
|
Delaware
|
Avon Holdings LLC
|
|
Delaware
|
Avon International Operations, Inc.
|
|
Delaware
|
Avon Land Development Corp.
|
|
Delaware
|
Avon Pacific, Inc.
|
|
Delaware
|
Avon-Lomalinda, Inc.
|
|
Delaware
|
C-A NA LLC
|
|
Delaware
|
Manila Manufacturing Company
|
|
Delaware
|
Retirement Inns of America, Inc.
|
|
Delaware
|
Silpada Designs LLC
|
|
Delaware
|
Surrey Leasing, Ltd.
|
|
Delaware
|
Viva Panama Holdings LLC
|
|
Delaware
|
Productos Avon S.A.
|
|
Dominican Republic
|
Productos Avon Ecuador S.A.
|
|
Ecuador
|
Avon Cosmetics Egypt, S.A.E
|
|
Egypt
|
Productos Avon, S.A.
|
|
El Salvador
|
Avon Cosmetics Limited
|
|
England and Wales
|
Avon European Financial Services Limited
|
|
England and Wales
|
Avon European Holdings Limited
|
|
England and Wales
|
Avon Products Holding Limited
|
|
England and Wales
|
Avon UK Holdings Limited
|
|
England and Wales
|
Silpada Designs UK Ltd
|
|
England and Wales
|
Avon Eesti OÜ
|
|
Estonia
|
Avon Cosmetics Finland Oy
|
|
Finland
|
Avon S.A.S.
|
|
France
|
Avon Cosmetics Georgia LLC
|
|
Georgia
|
Avon Cosmetics GmbH
|
|
Germany
|
Avon Cosmetics (Greece) MEPE
|
|
Greece
|
Avonexport Limitada
|
|
Guatemala
|
Productos Avon de Guatemala, S.A.
|
|
Guatemala
|
Productos Avon, S.A. de C.V.
|
|
Honduras
|
Avon Cosmetics (FEBO) Limited
|
|
Hong Kong
|
Avon Cosmetics Hungary Kozmetikai Cikk Kereskedelmi Kft.
|
|
Hungary
|
Avon Holdings Vagyonkezelo Kft
|
|
Hungary
|
Avon Beauty Products India Pvt. Ltd.
|
|
India
|
Avon Limited
|
|
Ireland
|
PT Avon Indonesia
|
|
Indonesia
|
Avon Cosmetics Israel Ltd.
|
|
Israel
|
Avon Cosmetics s.r.l. a Socio Unico
|
|
Italy
|
LLP Avon Cosmetics (Kazakhstan) Limited
|
|
Kazakhstan
|
Avon Cosmetics LLC
|
|
Kyrgyzstan
|
Avon Cosmetics SIA
|
|
Latvia
|
UAB Avon Cosmetics
|
|
Lithuania
|
Avon Luxembourg Holdings S.À.R.L.
|
|
Luxembourg
|
Avon Cosmetics DOOEL - Skopje
|
|
Macedonia
|
Avon Cosmetics (Malaysia) Sdn Bhd
|
|
Malaysia
|
Maximin Corporation Sdn Bhd
|
|
Malaysia
|
Avon Asia Holdings Company
|
|
Mauritius
|
Avon Cosmetics Manufacturing, S. de R.L. de C.V.
|
|
Mexico
|
Avon Cosmetics, S. de R.L. de C.V.
|
|
Mexico
|
Avonova, S. de R.L. de C.V.
|
|
Mexico
|
Viva Business Mexico S. de R.L. de C.V.
|
|
Mexico
|
MI Holdings, Inc.
|
|
Missouri
|
Avon Cosmetics (Moldova) S.R.L.
|
|
Moldova
|
Avon Cosmetics Montenegro d.o.o. Podgorica
|
|
Montenegro
|
Avon Beauty Products, SARL
|
|
Morocco
|
AI Netherlands Holdings Company C.V.
|
|
Netherlands
|
Avon International (NL) C.V.
|
|
Netherlands
|
Avon Netherlands Holdings B.V.
|
|
Netherlands
|
Avon Netherlands Holdings II B.V.
|
|
Netherlands
|
Viva Netherlands Holdings B.V.
|
|
Netherlands
|
Avon Americas, Ltd.
|
|
New York
|
Avon Overseas Capital Corporation
|
|
New York
|
California Perfume Company, Inc.
|
|
New York
|
Surrey Products, Inc.
|
|
New York
|
Avon Cosmetics Ltd.
|
|
New Zealand
|
Productos Avon de Nicaragua, S.A.
|
|
Nicaragua
|
Productos Avon, S.A.
|
|
Panama
|
Viva Panama S de R.L.
|
|
Panama
|
Productos Avon S.A.
|
|
Peru
|
Avon Cosmetics, Inc.
|
|
Philippines
|
Avon Products Mfg., Inc.
|
|
Philippines
|
Beautifont Products, Inc.
|
|
Philippines
|
Mirabella Realty Corporation
|
|
Philippines
|
Avon Cosmetics Polska Spółka z.o.o.
|
|
Poland
|
Avon EMEA Finance Service Centre Spółka z o.o.
|
|
Poland
|
AHP SPV Spolka z.o.o.
|
|
Poland
|
Avon Operations Polska Sp. z o.o.
|
|
Poland
|
Avon Cosmeticos, Lda.
|
|
Portugal
|
Avon Cosmetics (Romania) S.R.L.
|
|
Romania
|
Avon Beauty Products Company (ABPC) (Russia)
|
|
Russian Federation
|
Avon Beauty (Arabia) LLC
|
|
Saudi Arabia
|
Avon Cosmetics SCG d.o.o. Beograd
|
|
Serbia
|
Avon AIO Pte. Ltd.
|
|
Singapore
|
Avon Cosmetics, spol. s r.o.
|
|
Slovakia
|
Avon Kozmetika podjetje za kozmetiko in trgovino d.o.o., Ljubljana
|
|
Slovenia
|
Avon Justine (Pty) Ltd
|
|
South Africa
|
Avon Cosmetics S.A.
|
|
Spain
|
Beauty Products Holding S.L.
|
|
Spain
|
Beauty Products Latin America Holdings S. L.
|
|
Spain
|
Viva Cosmetics Holding Gmbh
|
|
Switzerland
|
Avon Cosmetics (Taiwan) Ltd.
|
|
Taiwan
|
Avon Cosmetics (Thailand) Ltd.
|
|
Thailand
|
Avon Kozmetik Urunleri Sanayi ve Ticaret Anonim Sirketi
|
|
Turkey
|
Avon Cosmetics Ukraine
|
|
Ukraine
|
Cosmeticos Avon De Uruguay S.A.
|
|
Uruguay
|
Avon Cosmetics de Venezuela C.A.
|
|
Venezuela
|
/s/ PricewaterhouseCoopers LLP
|
New York, New York
|
February 23, 2016
|
|
|
|
/s/ Sherilyn S. McCoy
|
|
Sherilyn S. McCoy
|
|
Chief Executive Officer
|
|
|
|
/s/ James S. Scully
|
|
James S. Scully
|
|
Executive Vice President, Chief Operating
|
|
Officer and Chief Financial Officer
|
|
|
|
/s/ Sherilyn S. McCoy
|
|
Sherilyn S. McCoy
|
|
Chief Executive Officer
|
|
|
|
/s/ James S. Scully
|
|
James S. Scully
|
|
Executive Vice President, Chief Operating
|
|
Officer and Chief Financial Officer
|