RESTRUCTURING CHARGES

Integration Program

In January 2014, the Company announced that it was implementing actions to integrate Colomer’s operations into the Company’s business, as well as additional restructuring actions identified to reduce costs across the Company’s businesses (all such actions, together, the “Integration Program”).

The Company expects to recognize total restructuring charges, capital expenditures and related non-restructuring costs under the Integration Program of approximately $45 million to $50 million in the aggregate over the periods described below.

The Integration Program is designed to deliver cost reductions throughout the combined organization by generating synergies and operating efficiencies within the Company’s global supply chain and consolidating offices and back office support, and other actions designed to reduce selling, general and administrative ("SG&A") expenses. Certain actions that are part of the Integration Program are subject to consultations with employees, works councils or unions and governmental authorities. The Company expects to substantially complete the Integration Program by the end of 2015.

The approximately $45 million to $50 million of total expected non-restructuring costs, capital expenditures and restructuring charges under the Integration Program referred to above consist of the following:


1.	$12.5 million and $3.4 million of non-restructuring integration costs recognized in 2013 and for the three months ended March 31, 2014, respectively. Such costs have been reflected within acquisition and integration costs in the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) and are related to combining Colomer’s operations into the Company’s business.


2.	Expected integration-related capital expenditures of approximately $8 million, none of which has been incurred in the first quarter of 2014, of which approximately $7 million is expected to be paid during the remainder of 2014 and the remaining balance in 2015.

$13.6 million of restructuring and related charges recognized for the three months ended March 31, 2014. The Company expects total restructuring and related charges of approximately $26 million, with approximately $7 million expected to be recognized during the remainder of 2014 and any remaining charges to be recognized in 2015. A summary of the restructuring and related charges incurred through March 31, 2014 and expected to be incurred for the Integration Program, are as follows:



	Restructuring Charges and Other, Net
	Employee Severance and Other Personnel Benefits		Other		Total Restructuring Charges		Inventory Write-offs and Other Manufacturing-Related Costs		Other Charges (a)		Total Restructuring and Related Charges
Charges incurred for the three months ended March 31, 2014	$	13.4	$	0.1	$	13.5	$	—	$	0.1	$	13.6
Total expected charges	$	18.0	$	3.5	$	21.5	$	3.0	$	1.5	$	26.0


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

Of the $13.6 million of restructuring and related charges recognized in the first quarter of 2014, $5.9 million relates to the Consumer segment and $7.7 million relates to the Professional segment.

The Company expects cash payments to total approximately $26 million related to the restructuring and related charges in connection with the Integration Program, of which $1.4 million was paid in the first quarter of 2014, approximately $20 million is expected to be paid in the remainder of 2014 and the balance in 2015.

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 included eliminating in the first quarter of 2014 approximately 940 beauty advisors retained indirectly through a third-party agency. The charges incurred for the December 2013 Program relate entirely to the Consumer segment.

A summary of the restructuring and related charges incurred through March 31, 2014 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
Cumulative charges incurred through March 31, 2014	$	9.1	$	0.5	$	9.6	$	7.4	$	4.0	$	0.4	$	21.4
Total expected charges	$	9.6	$	0.5	$	10.1	$	7.4	$	4.0	$	0.5	$	22.0

The Company expects cash payments related to the December 2013 Program to total approximately $20 million, of which $0.1 million was paid in 2013, $7.4 million was paid in the first quarter of 2014, and the balance is expected to be paid in the remainder of 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 and Canada. The charges incurred related to the September 2012 Program relate entirely to the Consumer segment.

During the first quarter of 2013, the Company recorded charges related to the September 2012 Program of $0.3 million. Of the $0.3 million charge, $0.2 million is recorded in restructuring charges and $0.1 million is recorded in SG&A expenses. The Company has recognized cumulative charges of $27.2 million through December 31, 2013 related to the September 2012 Program, all of which relate to the Company's Consumer segment. There were no charges related to such program in the first quarter of 2014.

The Company expects net cash payments to total approximately $25 million related to the September 2012 Program, of which $21.1 million was paid cumulatively through December 31, 2013, $2.2 million was paid in the three months ended March 31, 2014 and the balance is expected to be paid during the remainder of 2014.

Restructuring Reserve

The related liability balance and activity for the restructuring costs are presented below:



								Utilized, Net
	Balance Beginning of Year		(Income) Expense, Net		Foreign Currency Translation			Cash			Noncash		Balance End of Year
Integration Program:
Employee severance and other personnel benefits	$	—	$	13.4	$	—		$	(1.3	)	$	—	$	12.1
Other	—		0.1		—			(0.1		)	—		—
December 2013 Program:
Employee severance and other personnel benefits	9.0		—		(0.2		)	(6.3		)	—		2.5
Other	0.5		—		—			(0.5		)	—		—
September 2012 Program:
Employee severance and other personnel benefits	2.7		—		—			(1.4		)	—		1.3
Other	1.5		—		—			(0.8		)	—		0.7
Total restructuring reserve	$	13.7	$	13.5	$	(0.2	)	$	(10.4	)	$	—	$	16.6

As of March 31, 2014, $16.2 million of the restructuring reserve balance was included within accrued expenses and other and $0.4 million was included within other long-term liabilities in the Company's Consolidated Balance Sheet. As of December 31, 2013, the entire restructuring reserve balance was included within accrued expenses and other in the Company's Consolidated Balance Sheet.