RESTRUCTURING CHARGES

December 2013 Program

In December 2013, the Company announced restructuring actions that include exiting its business operations in China, as well as implementing other immaterial restructuring actions outside the U.S that are expected to generate other operating efficiencies (the "December 2013 Program"). Certain of these restructuring actions are subject to consultations with employees, works councils or unions and governmental authorities and will result in the Company eliminating approximately 1,100 positions in 2014, primarily in China, which include eliminating approximately 940 beauty advisors retained indirectly through a third-party agency. The charges incurred related to the December 2013 Program relate entirely to the Consumer segment.

A summary of the restructuring and related charges incurred through December 31, 2013 and expected to be incurred for the December 2013 Program, are as follows:



	Restructuring Charges and Other, Net
	Employee severance and other personnel benefits		Other		Total Restructuring Charges		Allowances and Returns		Inventory Write-offs		Other Charges		Total Restructuring and Related Charges
Charges incurred through December 31, 2013	$	9.1	$	0.5	$	9.6	$	7.4	$	4.0	$	0.4	$	21.4
Total expected charges	$	9.6	$	0.7	$	10.3	$	7.4	$	4.0	$	0.5	$	22.2

Of the $21.4 million of restructuring and related charges recognized in 2013 related to the December 2013 Program, $20.0 million relates to the Company's exit of its business operations in China and is recorded within loss from discontinued operations, net of taxes and $1.4 million is recorded within income from continuing operations in the Company's Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2013. Of the $1.4 million charge related to continuing operations: (i) $0.8 million is recorded in restructuring charges and other, net; (ii) $0.3 million is recorded as a reduction to net sales; (iii) $0.1 million is recorded in cost of sales; and (iv) $0.2 million is recorded in SG&A expenses.

The Company expects net cash payments to total approximately $20.0 million related to the December 2013 Program, of which $0.1 million was paid in 2013 and the remainder in expected to be paid in 2014.

September 2012 Program

In September 2012, the Company announced a restructuring (the “September 2012 Program”), which primarily involved the Company exiting its owned manufacturing facility in France and its leased manufacturing facility in Maryland; rightsizing its organizations in France and Italy; and realigning its operations in Latin America, including consolidating Latin America and Canada into a single operating region, which became effective in the fourth quarter of 2012. The charges incurred related to the September 2012 Program relate entirely to the Consumer segment.

A summary of the restructuring and related charges incurred through December 31, 2013 and expected to be incurred for the September 2012 Program, are as follows:



	Restructuring Charges and Other, Net
	Employee Severance and Other Personnel Benefits		Other			Total Restructuring Charges and Other, Net		Returns (a)		Inventory Write-offs (b)		Other Charges (c)		Total Restructuring and Related Charges
Charges incurred through December 31, 2012^(d)	$	18.4	$	2.3		$	20.7	$	1.6	$	1.2	$	0.6	$	24.1
Charges (benefits) incurred for the year ended December 31, 2013 ^(e)	2.9		(0.2		)	2.7		—		0.2		0.2		3.1
Cumulative charges incurred through December 31, 2013	$	21.3	$	2.1		$	23.4	$	1.6	$	1.4	$	0.8	$	27.2
Total expected net charges	$	21.3	$	2.1		$	23.4	$	1.6	$	1.4	$	0.8	$	27.2


^(a)	Returns are recorded as a reduction to net sales in the Company’s Consolidated Statements of Operations and Comprehensive Income.


^(b)	Inventory write-offs are recorded within cost of sales in the Company’s Consolidated Statements of Operations and Comprehensive Income.


^(c)	Other charges are recorded within SG&A expenses within the Company’s Consolidated Statements of Operations and Comprehensive Income.


^(d)	Included within the $18.4 million of employee severance and other personnel benefits is a net pension curtailment gain of $1.5 million recognized in the year ended December 31, 2012.


^(e)	Included within the $(0.2) million of other is a $2.5 million gain on the July 2013 sale of the Company's manufacturing facility in France, which was recognized in the third quarter of 2013.

The Company expects net cash payments to total approximately $25 million related to the September 2012 Program, of which $3.8 million was paid in 2012, $17.3 million was paid in 2013 and the remainder is expected to be paid in 2014. The total expected net cash payments of approximately $25 million include cash proceeds of $2.7 million received in the third quarter of 2013 related to the sale of the Company's manufacturing facility in France.



									Utilized, Net
	Balance Beginning of Year		(Income) Expense, Net ^(a)			Foreign Currency Translation			Cash			Noncash			Balance End of Year
2013
December 2013 Program:
Employee severance and other personnel benefits	$	—	$	9.1		$	—		$	(0.1	)	$	—		$	9.0
Other	—		0.5			—			—			—			0.5
September 2012 Program:
Employee severance and other personnel benefits	18.0		2.9			(0.1		)	(18.1		)	—			2.7
Other	0.9		2.3			—			(1.7		)	—			1.5
Lease exit	0.3		—			—			(0.3		)	—			—
Total restructuring reserve	$	19.2	14.8			$	(0.1	)	$	(20.2	)	$	—		$	13.7
Gain on sale of France facility			(2.5		)
Portion of restructuring charges recorded within loss from discontinued operations ^(b)			(8.8		)
Total restructuring charges and other, net from continuing operations			$	3.5

2012
September 2012 Program:
Employee severance and other personnel benefits	$	—	$	18.4		$	0.4		$	(2.3	)	$	1.5		$	18.0
Other	—		2.3			—			(0.6		)	(0.8		)	0.9
Lease exit	1.0		—			—			(0.7		)	—			0.3
Total restructuring reserve	$	1.0	20.7			$	0.4		$	(3.6	)	$	0.7		$	19.2
Portion of restructuring charges recorded within loss from discontinued operations ^(b)			(0.2		)
Total restructuring charges and other, net from continuing operations			$	20.5

^(a)During the year ended December 31, 2013, the Company recorded additional charges for the September 2012 Program primarily due to changes in estimates related to severance and other termination benefits, partially offset by a $2.5 million gain on the July 2013 sale of the Company's manufacturing facility in France.

^(b) Refer to Note 4, "Discontinued Operations" for additional information regarding the Company's exit of its business operations in China.

As of December 31, 2013 and December 31, 2012, the restructuring reserve balance was included within accrued expenses and other in the Company's Consolidated Balance Sheets.