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| AVP > SEC Filings for AVP > Form 10-K on 28-Feb-2013 | All Recent SEC Filings |
28-Feb-2013
Annual Report
presented. In connection with these actions, we expect to realize operating
profit benefits of approximately $40 annually and cash flow benefits of
approximately $35 after taxes annually beginning in 2013, which will likely be a
mitigating factor against inflationary cost pressures.
Refer to Note 15, Restructuring Initiatives on pages F-43 through F-46 of our
2012 Annual Report for further information.
In conjunction with organizational changes, effective in the second quarter of
2012, the Dominican Republic was included in Latin America whereas in prior
periods it had been included in North America. The impact was not material to
either segment. Accordingly, the results of the Dominican Republic are included
in Latin America and excluded from North America for all periods presented.
As part of an overall review of our capital structure, on November 1, 2012, we
announced a decrease in our quarterly cash dividend to $.06 per share from $.23
per share, for the fourth-quarter dividend paid in December 2012. We have
maintained the dividend of $.06 for the first quarter of 2013.
As a result of the 32% devaluation of the Venezuelan currency in February 2013,
our 2013 operating margin will be negatively impacted. As a result, we expect
the Company's operating profit to be negatively impacted primarily in the first
half of 2013 by approximately $50 of costs associated with the historical cost
in U.S. dollars of nonmonetary assets. In addition to the negative impact to
operating margin, as a result of the devaluation of the Venezuelan currency,
during the first quarter of 2013 we expect to record net charges of
approximately $34 in "Other expense, net" and approximately $16 in "Income
taxes", reflecting the write-down of monetary assets and liabilities and
deferred tax benefits. Refer to further discussion of Venezuela in the "Segment
Review - Latin America" section of this MD&A.
New Accounting Standards
Information relating to new accounting standards is included in Note 2, New
Accounting Standards, to our consolidated financial statements contained in this
2012 Annual Report.
Performance Metrics
Within this MD&A, in addition to our key financial metrics of revenue, operating
profit and operating margin, we utilize the performance metrics defined below to
assist in the evaluation of our business.
Performance Metrics Definition
Growth in Active This metric is based on the number of orders in a
Representatives campaign, totaled for all campaigns in the related
period. This amount is divided by the number of billing
days in the related period, to exclude the impact of
year-to-year changes in billing days (for example,
holiday schedules). To determine the growth in Active
Representatives, this calculation is compared to the
same calculation in the corresponding period of the
prior year.
Change in Units 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.
Inventory Days This metric is equal to the number of days of cost of
sales, based on the average of the preceding 12 months,
covered by the inventory balance at the end of the
period.
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Non-GAAP Financial Measures
To supplement our financial results presented in accordance with generally
accepted accounting principles in the United States ("GAAP"), we disclose
operating results that have been adjusted to exclude the impact of changes due
to the translation of foreign currencies into U.S. dollars, including changes
in: revenue, operating profit, adjusted Non-GAAP operating profit, operating
margin, and adjusted Non-GAAP operating margin. We refer to these adjusted
financial measures as Constant $ items, which are Non-GAAP financial measures.
We believe these measures provide investors an additional perspective on trends.
To exclude the impact of changes due to the translation of foreign currencies
into U.S. dollars, we calculate current year results and prior year results at a
constant exchange rate. Currency impact is determined as the difference between
actual growth rates and constant currency growth rates.
We also present gross margin, selling, general and administrative expenses as a
percentage of revenue, net global expenses, operating profit, operating margin
and effective tax rate on a Non-GAAP basis. The discussion of our segments
presents
operating profit and operating margin on a Non-GAAP basis. We have provided a
quantitative reconciliation of the difference between the Non-GAAP financial
measure and the financial measure calculated and reported in accordance with
GAAP. The Company uses the Non-GAAP financial measures to evaluate its operating
performance and believes that it is meaningful for investors to be made aware
of, on a period-to-period basis, the impacts of 1) costs to implement ("CTI")
restructuring initiatives, 2) the goodwill and intangible assets charges related
to Silpada and the goodwill charge related to China (each an "Impairment
charge," and collectively, "Impairment charges"), 3) costs and charges related
to Venezuela being designated as a highly inflationary economy and the
subsequent devaluation of its currency in January 2010, as well as the benefit
related to the release of a provision associated with the excess cost of
acquiring U.S. dollars in Venezuela ("Venezuelan special items"), and 4) the
additional provision for income taxes as we are no longer asserting that the
undistributed earnings of foreign subsidiaries are indefinitely reinvested
("Special tax items"). The Company believes investors find the Non-GAAP
information helpful in understanding the ongoing performance of operations
separate from items that may have a disproportionate positive or negative impact
on the Company's financial results in any particular period.
The Impairment charges include the impact on the Statement of Income caused by
the goodwill and intangible assets impairment charges related to Silpada in 2012
and 2011 and the goodwill impairment charge related to China in 2012. The
Venezuelan special items include the impact on the Statement of Income caused by
the devaluation of the Venezuelan currency on monetary assets and liabilities,
such as cash, receivables and payables; deferred tax assets and liabilities; and
nonmonetary assets, such as inventory and prepaid expenses. For nonmonetary
assets, the Venezuelan special items include the earnings impact caused by the
difference between the historical cost of the assets at the previous official
exchange rate of 2.15 and the revised official exchange rate of 4.30. The
Venezuelan special items also include the impact on the Statement of Income
caused by the release of a provision associated with the excess cost of
acquiring U.S. dollars in Venezuela at the regulated market rate as compared to
the official exchange rate. The Special tax items include the impact on the
Statement of Income in 2012 caused by an additional provision for income taxes
as we are no longer asserting that the undistributed earnings of foreign
subsidiaries are indefinitely reinvested. During the fourth quarter of 2012, we
determined that the Company may repatriate offshore cash to meet certain
domestic funding needs.
See Note 15, Restructuring Initiatives on pages F-43 through F-46 of our 2012
Annual Report, Note 17, Goodwill and Intangible Assets on pages F-49 through
F-51 of our 2012 Annual Report, the "Segment Review - Latin America" section
below, and Note 7, Income Taxes on pages F-21 through F-24 of our 2012 Annual
Report for more information on these items.
These Non-GAAP measures should not be considered in isolation, or as a
substitute for, or superior to, financial measures calculated in accordance with
GAAP.
Critical Accounting Estimates
We believe the accounting policies described below represent our critical
accounting policies due to the estimation processes involved in each. See Note
1, Description of the Business and Summary of Significant Accounting Policies,
on pages F-10 through F-15 of our 2012 Annual Report for a detailed discussion
of the application of these and other accounting policies.
Restructuring Reserves
We record the estimated expense for our restructuring initiatives when such
costs are deemed probable and estimable, when approved by the appropriate
corporate authority and by accumulating detailed estimates of costs for such
plans. These expenses include the estimated costs of employee severance and
related benefits, impairment or accelerated depreciation of property, plant and
equipment, and any other qualifying exit costs. These estimated costs are
grouped by specific projects within the overall plan and are then monitored on a
quarterly basis by finance personnel. Such costs represent our best estimate,
but require assumptions about the programs that may change over time, including
attrition rates. Estimates are evaluated periodically to determine whether an
adjustment is required.
Allowances for Doubtful Accounts Receivable
Representatives contact their customers, selling primarily through the use of
brochures for each sales campaign. Sales campaigns are generally for a two-week
duration in the U.S. and a two- to four-week duration outside the U.S. The
Representative purchases products directly from us and may or may not sell them
to an end user. In general, the Representative, an independent contractor,
remits a payment to us during each sales campaign, which relates to the prior
campaign cycle. The Representative is generally precluded from submitting an
order for the current sales campaign until the accounts receivable balance for
the prior campaign is paid; however, there are circumstances where the
Representative fails to make the required payment. We record an estimate of an
allowance for doubtful accounts on receivable balances based on an analysis of
historical data and current circumstances, including selling schedules, business
operations, seasonality and changing trends. Over the past three years, annual
bad debt expense was $251 in 2012, $247 in 2011, and $216 in 2010, or
approximately 2% of total revenue in each year. Bad debt expense as a percent of
revenue increased by approximately .1 point in 2012 as compared to 2011,
primarily due to an increase in Europe, Middle East & Africa. The allowance for
doubtful accounts is reviewed for adequacy, at a minimum, on a quarterly basis.
We generally have no detailed information concerning, or any communication with,
any end user of our products beyond the Representative. We have no legal
recourse against the end user for the collection of any accounts receivable
balances due from the Representative to us. If the financial condition of our
Representatives were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.
Allowances for Sales Returns
Policies and practices for product returns vary by jurisdiction, but within many
jurisdictions, we generally allow an unlimited right of return. We record a
provision for estimated sales returns based on historical experience with
product returns. Over the past three years, annual sales returns were $390 for
2012, $447 for 2011, and $424 for 2010, or approximately 4% of total revenue in
each year, which has been generally in line with our expectations. If the
historical data we use to calculate these estimates does not approximate future
returns, due to changes in marketing or promotional strategies, or for other
reasons, additional allowances may be required.
Provisions for Inventory Obsolescence
We record an allowance for estimated obsolescence equal to the difference
between the cost of inventory and the estimated market value. In determining the
allowance for estimated obsolescence, we classify inventory into various
categories based upon its stage in the product life cycle, future marketing
sales plans and the disposition process. We assign a degree of obsolescence risk
to products based on this classification to determine the level of obsolescence
provision. If actual sales are less favorable than those projected, additional
inventory allowances may need to be recorded for such additional obsolescence.
Annual obsolescence expense was $122 for 2012, $128 for 2011, and $131 for 2010.
Pension, Postretirement and Postemployment Expense
We maintain defined benefit pension plans, which cover substantially all
employees in the U.S. and a portion of employees in international locations.
Additionally, we have unfunded supplemental pension benefit plans for some
current and retired executives and provide retiree health care and life
insurance benefits (through the end of 2012 only) subject to certain limitations
to the majority of retired employees in the U.S. and certain foreign countries.
See Note 12, Employee Benefit Plans, on pages F-32 through F-40 of our 2012
Annual Report for further information on our benefit plans.
Pension plan expense and the requirements for funding our major pension plans
are determined based on a number of actuarial assumptions. These assumptions
include the expected rate of return on pension plan assets, the interest
crediting rate for hybrid plans and the discount rate applied to pension plan
obligations.
For 2012, the weighted average assumed rate of return on all pension plan
assets, including the U.S. and non-U.S. plans was 7.28%, compared to 7.54% for
2011. In determining the long-term rates of return, we consider the nature of
the plans' investments, an expectation for the plans' investment strategies,
historical rates of return and current economic forecasts. We evaluate the
expected long-term rate of return annually and adjust as necessary.
The majority of our pension plan assets relate to the U.S. pension plan. The
assumed rate of return for 2012 for the U.S. plan was 7.75%, which was based on
an asset allocation of approximately 35% in corporate and government bonds and
mortgage-backed securities (which are expected to earn approximately 2% to 4% in
the long term) and approximately 65% in equity securities and high yield
securities (which are expected to earn approximately 6% to 10% in the long
term). Historical rates of return on the assets of the U.S. plan were
approximately 9% for the most recent 10-year period and approximately 8% for the
20-year period. In the U.S. plan, our asset allocation policy has favored U.S.
equity securities, which have returned approximately 8% over the 10-year period
and approximately 8% over the 20-year period. The rate of return on the plan
assets in the U.S. was approximately 15% in 2012 and approximately 7% in 2011.
Regulations under the Pension Protection Act of 2006, which are finalized but
not yet effective, will require that hybrid plans limit the maximum interest
crediting rate to one among several choices of crediting rates which are
considered "market rates of return". The rate chosen will affect total pension
obligations. The discount rate used for determining future pension obligations
for each individual plan is based on a review of long-term bonds that receive a
high-quality rating from a recognized rating agency. The discount rates for our
more significant plans, including our U.S. plan, were based on the internal
rates of return for a portfolio of high quality bonds with maturities that are
consistent with the projected future benefit payment obligations of each plan.
The weighted-average discount rate for U.S. and non-U.S. plans determined on
this basis was 4.11% at December 31, 2012, and 4.69% at December 31, 2011. For
the determination of the expected rate of return on assets and the discount
rate, we take into consideration external actuarial advice.
Our funding requirements may be impacted by regulations or interpretations
thereof. Our calculations of pension, postretirement and postemployment costs
are dependent on the use of assumptions, including discount rates, hybrid plan
maximum interest crediting rates and expected return on plan assets discussed
above, rate of compensation increase of plan participants, interest cost, health
care cost trend rates, benefits earned, mortality rates, the number of associate
retirements, the number of associates electing to take lump-sum payments and
other factors. Actual results that differ from assumptions are accumulated and
amortized to expense over future periods and, therefore, generally affect
recognized expense in future periods. At December 31, 2012, we had pretax
actuarial losses, prior service credits, and transition obligations totaling
$491 for the U.S. pension and postretirement plans and $313 for the non-U.S.
pension and postretirement plans that have not yet been charged to expense.
These actuarial losses have been charged to accumulated other comprehensive loss
within shareholders' equity. While we believe that the assumptions used are
reasonable, differences in actual experience or changes in assumptions may
materially affect our pension, postretirement and postemployment obligations and
future expense. For 2013, our assumption for the expected rate of return on
assets is 7.75% for our U.S. plans and 6.85% for our non-U.S. plans. Our
assumptions are reviewed and determined on an annual basis.
A 50 basis point change (in either direction) in the expected rate of return on
plan assets, the discount rate or the rate of compensation increases, would have
had approximately the following effect on 2012 pension expense and the pension
benefit obligation at December 31, 2012:
Increase/(Decrease) in Increase/(Decrease) in
Pension Expense Pension Obligation
50 Basis Point 50 Basis Point
Increase Decrease Increase Decrease
Rate of return on assets $(5.2) $5.2 N/A N/A
Discount rate (11.2) 11.6 $(114.8) $123.8
Rate of compensation increase 1.5 (1.4) 8.6 (8.3)
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Taxes
At December 31, 2012, we recognized net deferred tax assets of $1,067, net of a
valuation allowance of $627. We have gross deferred tax assets relating to tax
loss carryforwards of $648 primarily from foreign jurisdictions, for which a
valuation allowance of $610 has been provided. We record a valuation allowance
to reduce our deferred tax assets to an amount that is more likely than not to
be realized. While we have considered projected future taxable income and
ongoing tax planning strategies in assessing the need for the valuation
allowance, in the event we were to determine that we would be able to realize a
net deferred tax asset in the future, in excess of the net recorded amount, an
adjustment to the deferred tax asset would increase earnings in the period such
determination was made. Likewise, should we determine that we would not be able
to realize all or part of our net deferred tax asset in the future, an
adjustment to the deferred tax asset would decrease earnings in the period such
determination was made. We have recognized deferred tax assets of $356 relating
to foreign tax credit carryforwards that will expire between 2018 and 2022. To
the extent future taxable income is less favorable than currently projected, our
ability to utilize these foreign tax credits may be affected and a valuation
allowance may be required.
We recognize deferred income taxes with respect to the incremental U.S. taxes
that would be incurred when undistributed earnings of a foreign subsidiary are
subsequently repatriated, unless management has determined that those
undistributed earnings are indefinitely reinvested for the foreseeable future.
Prior to the fourth quarter of 2012, we had not recognized a deferred income tax
liability related to the incremental U.S. taxes on approximately $2.5 billion of
undistributed foreign earnings, as these earnings were deemed indefinitely
reinvested. During the fourth quarter of 2012, as a result of the uncertainty of
our financing arrangements and our domestic liquidity profile, we determined
that we may repatriate offshore cash to meet certain domestic funding needs.
Accordingly, we are no longer asserting that these undistributed earnings of
foreign subsidiaries are indefinitely reinvested and have provided U.S. income
taxes on such earnings. At December 31, 2012, we have a deferred income tax
liability of $225 for the U.S. income taxes on the undistributed earnings of
subsidiaries outside of the U.S. We have not recorded a U.S. income tax benefit
on $159 of undistributed earnings of our subsidiary in Venezuela where local
regulations restrict cash distributions. The actual tax cost of distributing
these foreign earnings to the U.S. will depend on the amount and timing of the
repatriation and the jurisdictions involved.
We recognize the benefit of a tax position if that position is more likely than
not of being sustained on examination by the taxing authorities, based on the
technical merits of the position. We believe that our assessment of more likely
than not is reasonable, but because of the subjectivity involved and the
unpredictable nature of the subject matter at issue, our assessment may prove
ultimately to be incorrect, which could materially impact the Consolidated
Financial Statements.
We file income tax returns in the U.S. federal jurisdiction, and various state
and foreign jurisdictions. In 2013, a number of open tax years are scheduled to
close due to the expiration of the statute of limitations and it is possible
that a number of tax
examinations may be completed. If our tax positions are ultimately upheld or
denied, it is possible that the 2013 provision for income taxes may reflect
adjustments.
Share-based Compensation
Stock options issued to employees are recognized in the Consolidated Financial
. . .
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