Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.70M
2: EX-10.50 Api Management Incentive Plan, Amended & Restated HTML 65K Effective as of January 1 2015
3: EX-10.51 Api Long-Term Cash Bonus Plan, Effective as of HTML 70K
January 1, 2015
4: EX-21 Subsidiaries of the Registrant HTML 70K
5: EX-23.1 Consent of Pricewaterhousecoopers LLP (United HTML 40K
Kingdom)
6: EX-23.2 Consent of Pricewaterhousecoopers LLP (United HTML 40K
States)
7: EX-31.1 Certification of Chief Executive Officer Pursuant HTML 44K
to Section 302
8: EX-31.2 Certification of Chief Financial Officer Pursuant HTML 45K
to Section 302
9: EX-32.1 Certification of Chief Executive Officer Pursuant HTML 41K
to Section 906
10: EX-32.2 Certification of Chief Financial Officer Pursuant HTML 41K
to Section 906
17: R1 Document and Entity Information Document HTML 67K
18: R2 Consolidated Statements of Operations HTML 134K
19: R3 Consolidated Statements of Comprehensive Income HTML 67K
(Loss)
20: R4 Consolidated Statements of Comprehensive Income HTML 47K
(Loss) (Parenthetical)
21: R5 Consolidated Balance Sheets HTML 162K
22: R6 Consolidated Balance Sheets (Parentheticals) HTML 52K
(Parentheticals)
23: R7 Consolidated Statements of Cash Flows HTML 194K
24: R8 Consolidated Statements of Cash Flows HTML 41K
Parenthetical (Parentheticals)
25: R9 Consolidated Statements of Changes in HTML 135K
Shareholders' Equity
26: R10 Consolidated Statements of Shareholders Equity HTML 42K
Parentheticals (Parentheticals)
27: R11 Description of the Business and Summary of HTML 160K
Significant Accounting Policies
28: R12 New Accounting Standards HTML 61K
29: R13 Discontinued Operations and Divestitures HTML 70K
30: R14 Investment in New Avon (Notes) HTML 46K
31: R15 Related Party Transactions (Notes) HTML 82K
32: R16 Inventories HTML 48K
33: R17 Debt and Other Financing HTML 134K
34: R18 Accumulated Other Comprehensive Income (Loss) HTML 115K
35: R19 Income Taxes HTML 178K
36: R20 Financial Instruments and Risk Management HTML 60K
37: R21 Fair Value HTML 66K
38: R22 Share-Based Compensation Plans HTML 131K
39: R23 Employee Benefit Plans HTML 653K
40: R24 Segment Information HTML 193K
41: R25 Leases and Commitments Leases and Commitments HTML 57K
(Notes)
42: R26 Restructuring Initiatives HTML 195K
43: R27 Series C Convertible Preferred Stock (Notes) HTML 51K
44: R28 Contingencies HTML 58K
45: R29 Goodwill and Intangible Assets HTML 76K
46: R30 Supplemental Balance Sheet Information HTML 72K
47: R31 Results of Operations by Quarter (Unaudited) HTML 192K
48: R32 Valuation and Qualifying Accounts HTML 110K
49: R33 Description of the Business and Summary of HTML 167K
Significant Accounting Policies (Policy)
50: R34 Description of the Business and Summary of HTML 106K
Significant Accounting Policies (Tables)
51: R35 Discontinued Operations and Divestitures HTML 66K
Discontinued Operations and Divestitures (Tables)
52: R36 Related Party Transactions (Tables) HTML 72K
53: R37 Inventories (Tables) HTML 49K
54: R38 Debt and Other Financing (Tables) HTML 116K
55: R39 Accumulated Other Comprehensive Income (Loss) HTML 114K
(Tables)
56: R40 Income Taxes (Tables) HTML 176K
57: R41 Financial Instruments and Risk Management (Tables) HTML 46K
58: R42 Fair Value (Tables) HTML 60K
59: R43 Share-Based Compensation Plans (Tables) HTML 126K
60: R44 Employee Benefit Plans (Tables) HTML 637K
61: R45 Segment Information (Tables) HTML 204K
62: R46 Leases and Commitments (Tables) HTML 55K
63: R47 Restructuring Initiatives (Tables) HTML 181K
64: R48 Goodwill and Intangible Assets (Tables) HTML 72K
65: R49 Supplemental Balance Sheet Information (Tables) HTML 74K
66: R50 Results of Operations by Quarter (Unaudited) HTML 184K
(Tables)
67: R51 Valuation and Qualifying Accounts (Tables) HTML 108K
68: R52 Description of the Business and Summary of HTML 161K
Significant Accounting Policies (Narrative)
(Details)
69: R53 Description of the Business and Summary of HTML 43K
Significant Accounting Policies Out of Period
(Narrative) (Details)
70: R54 Description of the Business and Summary of HTML 140K
Significant Accounting Policies (Earnings Per
Share) (Details)
71: R55 New Accounting Standards New Accounting Standards HTML 78K
(Narrative) (Details)
72: R56 Discontinued Operations and Divestitures HTML 115K
(Narrative) (Details)
73: R57 Discontinued Operations and Divestitures HTML 94K
Discontinued Operations Table (Details)
74: R58 Investment in New Avon (Details) HTML 70K
75: R59 Related Party Transactions (Details) HTML 68K
76: R60 Related Party Transactions Related Party Table HTML 76K
(Details)
77: R61 Inventories (Components of Inventories) (Details) HTML 45K
78: R62 Debt and Other Financing (Narrative) (Details) HTML 192K
79: R63 Debt and Other Financing (Debt) (Details) HTML 86K
80: R64 Debt and Other Financing Debt and Other Financing HTML 59K
(Schedule of Public Notes) (Details)
81: R65 Debt and Other Financing (Maturities of Long-Term HTML 58K
Debt) (Details)
82: R66 Accumulated Other Comprehensive Income (Loss) HTML 40K
(Narrative) (Details)
83: R67 Accumulated Other Comprehensive Income (Loss) HTML 98K
(Components of Comprehensive Loss) (Details)
84: R68 Income Taxes (Narrative) (Details) HTML 147K
85: R69 Income Taxes (Income from Continuing Operations HTML 50K
before Taxes) (Details)
86: R70 Income Taxes (Provision For Income Taxes) HTML 67K
(Details)
87: R71 Income Taxes (Effective Tax Rate Reconciliation) HTML 72K
(Details)
88: R72 Income Taxes (Deferred Tax Assets (Liabilities) HTML 62K
Resulting From Temporary Differences) (Details)
89: R73 Income Taxes (Deferred Tax Assets (Liabilities) HTML 55K
Classification) (Details)
90: R74 Income Taxes (Reconciliation Of Beginning And HTML 54K
Ending Amount Of Unrecognized Tax Benefits)
(Details)
91: R75 Income Taxes (Tax Years Remaining) (Details) HTML 64K
92: R76 Financial Instruments and Risk Management HTML 87K
(Narrative) (Details)
93: R77 Financial Instruments and Risk Management (Impact HTML 50K
of Cash Flow Hedges on Accumulated Other
Comprehensive Income) (Details)
94: R78 Fair Value (Fair Value of Financial Instruments) HTML 52K
(Details)
95: R79 Share-Based Compensation Plans (Narrative) HTML 137K
(Details)
96: R80 Share-Based Compensation Plans (Schedule of HTML 46K
Compensation Cost and Income Tax Benefit)
(Details)
97: R81 Share-Based Compensation Plans (Schedule of HTML 64K
Weighted-Average Assumptions for Stock Options)
(Details)
98: R82 Share-Based Compensation Plans (Schedule of HTML 78K
Summary of Stock Options) (Details)
99: R83 Share-Based Compensation Plans Share-Based HTML 56K
Compensation Plans (Schedule of Weighted Average
Assumptions (PRSUs)) (Details)
100: R84 Share-Based Compensation Plans (Schedule of HTML 94K
Summary of Restricted Stock and Restricted Stock
Units) (Details)
101: R85 Share-Based Compensation Plans (Schedule of HTML 61K
Summary of Performance Restricted Stock Units)
(Details)
102: R86 Employee Benefit Plans (Narrative) (Details) HTML 190K
103: R87 Employee Benefit Plans (Reconciliation of Benefit HTML 184K
Obligations, Plan Assets and Funded Status)
(Details)
104: R88 Employee Benefit Plans (Components of Net Periodic HTML 115K
Benefit Cost and Other Amounts Recognized in Other
Comprehensive Income) (Details)
105: R89 Employee Benefit Plans (Accumulated Other HTML 49K
Comprehensive Loss Expected to be Recognized as
Components of Net Periodic Benefit Cost During
Next Fiscal Year) (Details)
106: R90 Employee Benefit Plans (Weighted-Average HTML 50K
Assumptions Used to Determine Benefit Obligations)
(Details)
107: R91 Employee Benefit Plans (Weighted-Average HTML 55K
Assumptions used to Determine Net Benefit Cost)
(Details)
108: R92 Employee Benefit Plans (Pension and Postretirement HTML 58K
Plans Target and Weighted-Average Asset
Allocations) (Details)
109: R93 Employee Benefit Plans (Fair Value Hierarchy for HTML 172K
Pension and Postretirement Assets) (Details)
110: R94 Employee Benefit Plans (Reconciliation of the HTML 48K
Beginning and Ending Balances for Investments)
(Details)
111: R95 Employee Benefit Plans (Total Benefit Payments) HTML 65K
(Details)
112: R96 Employee Benefit Plans (Supplemental Retirement HTML 64K
Programs) (Narrative) (Details)
113: R97 Employee Benefit Plans (Assets Held In Trust) HTML 46K
(Details)
114: R98 Segment Information (Total Revenue) (Details) HTML 56K
115: R99 Segment Information Segment Information (Operating HTML 91K
Profit) (Details)
116: R100 Segment Information (Total Assets) (Details) HTML 63K
117: R101 Segment Information (Capital Expenditures) HTML 53K
(Details)
118: R102 Segment Information (Depreciation and HTML 53K
Amortization) (Details)
119: R103 Segment Information (Total Revenue by Major HTML 47K
Country) (Details)
120: R104 Segment Information (Long-Lived Assets by Major HTML 45K
Country) (Details)
121: R105 Segment Information Segment Information HTML 46K
(Narrative) (Details)
122: R106 Leases and Commitments (Minimum Rental Commitments HTML 76K
and Purchase Obligations) (Details)
123: R107 Leases and Commitments (Narrative) (Details) HTML 41K
124: R108 Restructuring Initiatives (Narrative) (Details) HTML 108K
125: R109 Restructuring Initiatives Restructuring HTML 76K
Initiatives (Liability Balance for Transformation
Plan) (Details)
126: R110 Restructuring Initiatives Restructuring Charges HTML 57K
Incurred to date for Transformation Plan (Details)
127: R111 Restructuring Initiatives Restructuring Charges by HTML 66K
Reportable Segment for Transformation Plan
(Details)
128: R112 Restructuring Initiatives (Liability Balance for HTML 54K
2015 Initiative) (Details)
129: R113 Restructuring Initiatives Restructuring Charges by HTML 49K
Reportable Segment for 2015 Initiative (Details)
130: R114 Series C Convertible Preferred Stock (Details) HTML 78K
131: R115 Contingencies (Narrative) (Details) HTML 60K
132: R116 Goodwill and Intangible Assets (Narrative) HTML 48K
(Details)
133: R117 Goodwill and Intangible Assets (Schedule of HTML 58K
Goodwill) (Details)
134: R118 Supplemental Balance Sheet Information (Components HTML 51K
of Prepaid Expenses and Other) (Details)
135: R119 Supplemental Balance Sheet Information (Components HTML 67K
of Other Assets) (Details)
136: R120 Results of Operations by Quarter (Unaudited) HTML 87K
(Financial Results of Operations by Quarter)
(Details)
137: R121 Results of Operations by Quarter (Unaudited) HTML 70K
(Components Impacting Operating Profit) (Details)
138: R122 Results of Operations by Quarter (Unaudited) HTML 120K
(Narrative) (Details)
139: R123 Valuation and Qualifying Accounts (Details) HTML 66K
141: XML IDEA XML File -- Filing Summary XML 277K
140: EXCEL IDEA Workbook of Financial Reports XLSX 199K
11: EX-101.INS XBRL Instance -- avp-20171231 XML 7.64M
13: EX-101.CAL XBRL Calculations -- avp-20171231_cal XML 439K
14: EX-101.DEF XBRL Definitions -- avp-20171231_def XML 2.74M
15: EX-101.LAB XBRL Labels -- avp-20171231_lab XML 4.05M
16: EX-101.PRE XBRL Presentations -- avp-20171231_pre XML 3.00M
12: EX-101.SCH XBRL Schema -- avp-20171231 XSD 436K
142: ZIP XBRL Zipped Folder -- 0000008868-18-000013-xbrl Zip 648K
‘EX-10.50’ — Api Management Incentive Plan, Amended & Restated Effective as of January 1 2015
1.1. Purpose. The purpose of this Plan is to provide annual incentive compensation to eligible employees of the Company. This Plan supersedes any previous Management Incentive Plan of the
Company.
1.2. Term. This Plan is amended and restated effective as of January 1, 2015 and will remain in effect until terminated in accordance with Section 7.1.
II. DEFINITIONS
For purposes of the Plan and the Administrative Guidelines, the following terms will have the following meanings:
“Administrative Guidelines” means the guidelines, rules and procedures for administering and operating the Plan, as established from time to time by the Committee or its
designee.
“Affiliate” means (a) an entity that directly or through one or more intermediaries is controlled by the Company, and (b) any entity in which the Company has a significant equity interest, as determined by the Company.
“Award” means an annual incentive award payable with respect to a Plan Year determined in accordance with Article VI and the Administrative Guidelines, whether in the form of cash, stock, restricted stock, stock units or other forms of stock-based awards, or any combination thereof, provided that any such stock-based awards will be issued pursuant
to and be subject to the terms and conditions of the Stock Plan.
“Base Salary” means the Participant’s annualized base rate of salary as of the date designated by the Committee or its designee as reflected on the books and records of the Company, exclusive of bonus, commission, incentive compensation, fringe benefits, employee benefits, expense allowances and other nonrecurring forms of remuneration.
“Board” means the Board of Directors of the Company.
“Cause” has the meaning set forth in the Stock Plan.
“Change
in Control” has the meaning set forth in the Stock Plan.
“Code” means the Internal Revenue Code of 1986, as amended.
“Code Section 409A” means Section 409A of the Code and the regulations and other guidance issued thereunder.
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“Committee” means the Compensation and Management Development Committee of the Board.
“Company” means Avon Products, Inc.
“DCP” means the Avon Products, Inc. Deferred Compensation Plan.
“Disability”
has the same meaning set forth in the Stock Plan.
“Participant” means any employee of the Company or its Affiliates who is selected to participate in the Plan and granted an Award pursuant to the Plan and the Administrative Guidelines.
“Plan” means this Avon Products, Inc. Management Incentive Plan.
“Plan Year” means a one-year period beginning January 1 and ending on December 31.
“Poor Performance” means unsatisfactory work performance, as determined by the
Company
“Retirement” has the meaning set forth in the Stock Plan.
“Senior Officer” has the meaning set forth in the Committee’s Charter.
“Separation from Service” means a separation from the service of the Company or an Affiliate within the meaning of and for purposes of Code Section 409A. “Separates from Service” means the incurrence of a Separation from Service.
“Stock Plan” means the Avon Products, Inc. 2013 Stock Incentive Plan.
III. ADMINISTRATION
The
Committee or its designee will establish the Administrative Guidelines for administering and operating the Plan. The Committee may delegate its duties under the Plan to such individuals, and may revoke or change any such delegation, as it deems appropriate from time to time, provided that, notwithstanding any other provision of this Plan to the contrary, it may not delegate duties with respect to determining the eligibility and Awards under the Plan for any Senior Officer. The Committee or its designee will interpret and construe any and all provisions of the Plan and any determination made by the Committee or its designee under the Plan will be final and conclusive. Neither the Board nor the Committee, nor any member of the Board or the Committee, nor any employee of the Company will be liable for any act, omission, interpretation, construction or determination made in connection with
the Plan (other than acts of willful misconduct) and the members of the Board and the Committee and the employees of the Company will be entitled to indemnification and reimbursement by the Company to the maximum extent permitted by law in respect of any claim, loss, damage or expense
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(including counsel’s fees) arising from their acts, omissions and conduct in their official capacity with respect to the Plan.
IV. ELIGIBILITY AND PARTICIPATION
The Committee or its designee will
select the employees of the Company or its Affiliates to participate in the Plan.
V. GRANT NOTIFICATION
The Committee or its designee will establish procedures for granting Awards under the Plan, including grant date and notification.
VI. AWARDS
6.1. Performance Measures, Adjustments, Periods and Achievement and Awards. The Committee or its designee will establish the performance measures, performance period, adjustments to performance measures and level of achievement of performance measures with respect to, and formula for calculating, any Award payable
under the Plan. Performance measures may differ from Participant to Participant and from Award to Award.
6.2. Vesting. The Committee or its designee will establish the vesting requirements for each Award payable under the Plan, including the applicable vesting date, events which may trigger earlier vesting and amount payable upon vesting.
6.3. Payment. Subject to Section 7.5(d) of the Plan, the Committee or its designee will establish the payment requirements for each Award payable under the Plan. Any Participant who is eligible to participate in the DCP may elect to defer into the DCP the payment of all or a portion of his or her Award, to the extent permitted by and in accordance with the terms and conditions of the DCP and Code Section
409A.
VII. GENERAL PROVISIONS
7.1. Amendment and Termination.
(a)The Committee may at any time amend, suspend, discontinue or terminate the Plan; provided, however, that no such amendment, suspension, discontinuance or termination made after the end of the performance period will adversely affect the rights of any Participant to any Award for the applicable performance period. Notwithstanding the foregoing, the Committee or its designee may at any time amend, suspend, discontinue or terminate the Administrative Guidelines; provided, however, that the Committee may not delegate duties with respect to determining the eligibility and Awards under the Plan for any Senior Officer. All determinations concerning
the interpretation and application of this Section 7.1 will be made by the Committee or its designee. On and after a Change in Control, neither the Committee nor any designee may amend or terminate any Award in a manner that adversely affects such Award without the consent of the holder of the Award. In the event of any inconsistency
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between the terms of the Plan and the Administrative Guidelines, except as otherwise expressly provided herein, the terms of the Plan will control.
(b)In the case of Participants employed outside of the United States, the Company or its Affiliates
may vary the provisions of the Plan as deemed appropriate to conform to, as required by, or made desirable by, local laws, practices and procedures.
7.2. Designation of Beneficiary. If a Participant dies while entitled to a payment under the Plan, such payments will be made to his or her estate in accordance with the Plan and the Administrative Guidelines.
7.3. Unfunded Plan/Rights Unsecured. The Plan will be unfunded. No provision of the Plan will require the Company or an Affiliate, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are
made or otherwise to segregate any assets, nor will the Company or an Affiliate maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants will have no rights under the Plan other than as unsecured general creditors of the Company.
7.4. Withholding Taxes. The Company will have the right to deduct from each Award any federal, state and local taxes required by such laws to be withheld with respect to any payment of the Plan.
7.5. Miscellaneous.
(a) No
Right of Continued Employment. No provision in the Plan will be construed as conferring upon any Participant any right to continue in the employment of the Company or any of its subsidiaries or Affiliates.
(b) No Limitation on Corporate Actions. No provision of the Plan will be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by it to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Awards made under the Plan. No employee, Participant or other person will have any claim
against the Company or any of its subsidiaries or Affiliates as a result of any such action.
(c)Nonalienation of Benefits. Except as expressly provided herein, no Participant will have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under the Plan. The Company’s obligations under the Plan are not assignable or transferable except that the Company’s obligations hereunder will become the obligations of a company which acquires all or substantially all of the assets of the
Company or any company into which the Company may be merged or consolidated.
(d)Code Section 409A. Except as otherwise specified by the Committee or its designee in accordance with Section 409A, all Awards under the Plan will be paid in the fiscal year following the end of the Plan Year to which the Award relates, on such date as
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the Committee or its designee will determine. To the extent that any Award under the Plan is subject to Code Section 409A, any provision, application or interpretation of the Plan or the Administrative Guidelines that is inconsistent
with such Section will be disregarded with respect to such Award, as applicable. To the extent that any Award is subject to Code Section 409A and is payable upon a Separation from Service, then, notwithstanding any other provision of this Plan or the Administrative Guidelines to the contrary, the Award will not be paid to the Participant during the six-month period immediately following the Participant's Separation from Service if the Participant is then deemed to be a "specified employee" (as that term is defined in Code Section 409A and determined pursuant to procedures and elections made by the Company). The Award will instead be paid on the first day of the seventh month following such Separation from Service. The Company will make all determinations as to who is a “specified employee”. The
six month wait provision set forth in this Section 7.5(d) will cease to apply in the event of and following the Participant's death.
(e)Employment Agreements. The Plan will be an annual incentive Plan for purposes of any employment agreement between the Company or an Affiliate and the Participant.
(f)Clawback of Awards. Awards issued pursuant to the Plan are subject to forfeiture and/or recoupment in the event a Participant has engaged in misconduct, including a (i) serious violation of the Company’s Code of Conduct, or (ii) violation of
law within the scope of employment with the Company or any Affiliate. For Participants who are subject to the Company’s Compensation Recoupment Policy, Awards issued to such Participants under the Plan will be considered annual incentive compensation that is subject to the Company’s Compensation Recoupment Policy.
(g)Stock Subject to the Plan. Awards that are made in the form of stock, restricted stock, stock units or other forms of awards will be made from the aggregate number of shares authorized to be issued under the terms of the Stock Plan.
(h)Severability. If
any provision of the Plan is held unenforceable, the remainder of the Plan will continue in full force and effect without regard to such unenforceable provision and will be applied as though the unenforceable provision were not contained in the Plan.
(i)Governing Law. The Plan will be construed in accordance with and governed by the laws of the State of New York, without reference to the principles of conflict of laws.
(j)Headings. Headings are inserted in the Plan for convenience of reference only and are to be ignored in the construction of the provisions of the Plan.
(k)Rules of Construction. Except
as otherwise expressly provided in the Plan, for purposes of the Plan, any reference in the Plan to:
A.plans, programs, arrangements, codes and charters will be deemed to include any and all amendments and restatements thereof, any
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and all amendments thereto and any and all successor plans, programs, codes and charters thereto, and any such plan, program, arrangement, code or charter may be amended from time to time;
B.“determine” or “determination” (and like terms) by the
Company or Committee or its respective designee will be deemed to be a determination that is within the sole discretion of the Company or Committee or its respective designee; and
C.“include” or “including (and like terms) will be deemed to mean “including without limitation”.
[Signature on Next Page]
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IN
WITNESS WHEREOF, the amended and restated Plan is hereby executed to be effective as of January 1, 2015.
AVON PRODUCTS, INC.
By:
Name:
Title:
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Dates Referenced Herein and Documents Incorporated by Reference
