10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-K/A

(Amendment No. 1)

ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-4881

_________________________

AVON PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

New York	13-0544597
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

777 Third Avenue, New York, N.Y. 10017-1307

(Address of principal executive offices)

(212) 282-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common stock (par value $.25)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

_________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ý    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	£  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý

The aggregate market value of voting and non-voting Common Stock (par value $.25) held by non-affiliates at June 30, 2012 (the last business day of our most recently completed second quarter) was $7.0 billion.

The number of shares of Common Stock (par value $.25) outstanding at January 31, 2013, was 432,280,018

_________________________

Documents Incorporated by Reference

Part III - Portions of the registrant’s Proxy Statement relating to the 2013 Annual Meeting of Shareholders.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends the Annual Report of Avon Products, Inc. (the "Company") on Form 10-K for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on February 28, 2013 (the "Original Filing"). This Amendment No. 1 is being filed for the purpose of correcting (1) an inadvertent omission of the conformed signature of PricewaterhouseCoopers LLP, our independent registered public accounting firm, in the "Report of Independent Registered Public Accounting Firm" in the Original Filing on page F-2, and (2) a typographical error in "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in the Original Filing on page 49, where the the aggregate favorable adjustment to the carrying value of our debt was inadvertently stated to be $90,400,000.0; however, as dollar figures in Item 7A were presented in millions, this figure should have been stated as $90.4. Except for these corrections, there have been no changes in any of the financial or other information contained in the report.

This Amendment No. 1 does not reflect events occurring after the Original Filing, or modify or update the disclosures therein in any way other than as required to reflect the amendments set forth below.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of March 2013.

Avon Products, Inc.

/s/ Robert Loughran

Robert Loughran

Vice President and

Corporate Controller - Principal Accounting Officer

Table of Contents

Item		Page
Part I
Item 1	Business	3 - 7
Item 1A	Risk Factors	8 - 18
Item 1B	Unresolved Staff Comments	18
Item 2	Properties	18
Item 3	Legal Proceedings	18
Item 4	Mine Safety Disclosures	18
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19 - 20
Item 6	Selected Financial Data	20 - 21
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 - 47
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	48 - 49
Item 8	Financial Statements and Supplementary Data	49
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9A	Controls and Procedures	49 - 50
Item 9B	Other Information	50
Part III
Item 10	Directors, Executive Officers and Corporate Governance	51
Item 11	Executive Compensation	51
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	51
Item 13	Certain Relationships and Related Transactions, and Director Independence	51
Item 14	Principal Accountant Fees and Services	51
Part IV
Item 15	Exhibits and Financial Statement Schedule	52
	15 (a) 1 Consolidated Financial Statements	52
	15 (a) 2 Financial Statement Schedule	52
	15 (a) 3 Index to Exhibits	52 - 56
Signatures		57

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this report (or in the documents it incorporates by reference) that are not historical facts or information may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "estimate," "project," "forecast," "plan," "believe," "may," "expect," "anticipate," "intend," "planned," "potential," "can," "expectation," "could," "will," "would" and similar expressions, or the negative of those expressions, may identify forward-looking statements. They include, among other things, statements regarding our anticipated or expected results, future financial performance, various strategies and initiatives (including our stabilization strategies, cost savings initiative, multi-year restructuring programs and other initiatives and related actions), liquidity, cash flow and uses of cash, our ability to service our debt obligations or obtain additional financing, costs and cost savings, competitive advantages, impairments, the impact of currency devaluations and other laws and regulations, government investigations, internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential acquisitions or divestitures, hedging and risk management strategies, pension, postretirement and incentive compensation plans, supply chain and the legal status of our Representatives. Such forward-looking statements are based on management's reasonable current assumptions, expectations, plans and forecasts regarding the Company's current or future results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of Avon to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially from management's expectations. Such factors include, among others, the following:

• 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 realize the projected benefits (in the amounts and time schedules we expect) from, our stabilization strategies, cost savings initiative, multi-year restructuring programs 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, 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;

• the possibility of business disruption in connection with our stabilization strategies, cost savings initiative, multi-year restructuring programs or other initiatives;

• our ability to improve our business in North America, including enhancing our Leadership model;

• 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;

• our ability to reverse declines in Active Representatives, to implement our Leadership program globally, to generate Representative activity, to increase the number of consumers served per Representative and their engagement online, to enhance the Representative and consumer experience and increase Representative productivity through field activation programs and technology tools and enablers, execution of Service Model Transformation and other investments in the direct-selling channel, and to compete with other direct-selling organizations to recruit, retain and service Representatives and to continue to innovate the direct-selling model;

• our ability to reverse declining margins and net income;

• general economic and business conditions in our markets, including social, economic and political uncertainties in the international markets in our portfolio;

• our ability to achieve profitable growth, particularly in our largest markets, such as Brazil and the United States ("U.S."), and developing and emerging markets, such as Mexico and Russia, and our ability to realize sustainable growth from our investments in our brand and the direct-selling channel;

• the effect of economic factors, including inflation and fluctuations in interest rates and currency exchange rates, as well as the designation of Venezuela as a highly inflationary economy, foreign exchange restrictions and the potential effect of such factors on our business, results of operations and financial condition;

• our indebtedness and debt service obligations, our ability to access and generate cash to repay debt and cover debt service obligations, our access to short- and long-term financing, our ability to refinance upcoming maturities of our current indebtedness or to secure such refinancing at attractive rates and terms, our ability to secure other financing or to secure such other financing at attractive rates and terms, and our credit ratings and the impact of any changes on our financing costs, rates, terms, debt service obligations and access to lending sources;

1

• our ability to comply with certain covenants in our debt instruments, including the impact of any significant restructuring charges or significant legal or regulatory settlements, or obtain necessary waivers from compliance with, or necessary amendments to, such covenants, and the impact any non-compliance may have on our ability to secure financing;

• any developments in or consequences of investigations and compliance reviews, and any litigation related thereto, including the ongoing investigations and compliance reviews of Foreign Corrupt Practices Act and related U.S. and foreign law matters in China and additional countries, as well as any disruption or adverse consequences resulting from such investigations, reviews, related actions or litigation;

• a general economic downturn, a recession globally or in one or more of our geographic regions, or sudden disruption in business conditions, and the ability of our broad-based geographic portfolio to withstand an economic downturn, recession, cost inflation, commodity cost pressures, economic or political instability, competitive or other market pressures or conditions;

• the effect of political, legal, tax and regulatory risks imposed on us in the U.S. and abroad, our operations or our Representatives, including foreign exchange or other restrictions, adoption, interpretation and enforcement of foreign laws, including in non-U.S. 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 China;

• the impact of changes in tax rates on the value of our deferred tax assets and declining earnings on our ability to realize foreign tax credits in the U.S.;

• our ability to attract and retain key personnel;

• competitive uncertainties in our markets, including competition from companies in the cosmetics, fragrances, skincare and toiletries industry, some of which are larger than we are and have greater resources;

• the impact of the typically seasonal nature of our business, adverse effect of rising 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;

• 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;

• key information technology systems, process or site outages and disruptions;

• the risk of product or ingredient shortages resulting from our concentration of sourcing in fewer suppliers;

• the impact of possible pension funding obligations, increased pension expense and any changes in pension regulations or interpretations thereof on our cash flow and results of operations;

• our ability to successfully identify new business opportunities and strategic alternatives and identify and analyze acquisition candidates, secure financing on favorable terms and negotiate and consummate acquisitions, as well as to successfully integrate or manage any acquired business;

• the challenges to our businesses, such as Silpada and China, including the effects of rising costs, macro-economic pressures, competition, any potential strategic decisions, including the review of strategic alternatives for Silpada, and the impact of declines in expected future cash flows and growth rates, and a change in the discount rate used to determine the fair value of expected future cash flows, which have impacted, and may continue to impact, the estimated fair value of the recorded goodwill and intangible assets;

• disruption in our supply chain or manufacturing and distribution operations;

• the quality, safety and efficacy of our products;

• the success of our research and development activities;

• our ability to protect our intellectual property rights; and

• the risk of an adverse outcome in any material pending and future litigations or with respect to the legal status of Representatives.

Additional information identifying such factors is contained in Item 1A of our 2012 Form 10-K for the year ended December 31, 2012. We undertake no obligation to update any such forward-looking statements.

2

PART I

ITEM 1. BUSINESS

(Dollars in millions, except per share data)

When used in this report, the terms "Avon," "Company," "we," "our" or "us" mean, unless the context otherwise indicates, Avon Products, Inc. and its majority and wholly owned subsidiaries.

General

We are a global manufacturer and marketer of beauty and related products. We commenced operations in 1886 and were incorporated in the State of New York on January 27, 1916. We conduct our business in the highly competitive beauty industry and compete against other consumer packaged goods ("CPG") and direct-selling companies to create, manufacture and market beauty and non-beauty-related products. Our product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of fashion jewelry, watches, apparel, footwear, accessories and children’s products. Home consists of gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.

Unlike most of our CPG competitors, which sell their products through third-party retail establishments (e.g., drug stores and department stores), our business is conducted worldwide primarily in one channel, direct selling. Our reportable segments are based on geographic operations and include commercial business units in Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. We have centralized operations for Global Brand Marketing and Global Sales, and also have regional operations for marketing, sales, and supply chain. Financial information relating to our reportable segments is included in the "Segment Review" section within Management’s Discussion and Analysis of Financial Condition and Results of Operations, which we refer to in this report as "MD&A", on pages 22 through 47 of this 2012 Annual Report on Form 10-K, which we refer to in this report as our "2012 Annual Report", and in Note 13, Segment Information, to the Consolidated Financial Statements on pages F-40 through F-42 of our 2012 Annual Report. We refer to each of the Notes to the Consolidated Financial Statements in this 2012 Annual Report as a "Note". Information about geographic areas is included in Note 13, Segment Information on pages F-40 through F-42 of our 2012 Annual Report.

We recently outlined initial steps toward achieving a cost-savings target of $400 before taxes by the end of 2015. In connection with this cost-savings target, on December 11, 2012, we announced initial steps of a cost savings initiative (the "$400M Cost Savings Initiative"), in an effort to stabilize the business and return Avon to sustainable growth. The $400M Cost Savings Initiative includes a global headcount reduction and related actions, as well as our exit from the South Korea and Vietnam markets. As part of the $400M Cost Savings Initiative, we identified certain actions in the fourth quarter of 2012, the majority of which are expected to take effect in 2013, that we believe will accelerate top line growth and reduce costs.

We have also been completing other various initiatives, including our 2005 and 2009 Restructuring Programs and other restructuring initiatives taken in the earlier part of 2012. Additional information regarding our initiatives is included in the "Overview" section within MD&A on pages 22 through 23, and in Note 15, Restructuring Initiatives on pages F-43 through F-46 of our 2012 Annual Report.

In July 2010, we purchased substantially all the assets and liabilities of Silpada Designs, Inc. ("Silpada"), a direct seller of jewelry products, primarily in North America. We are currently assessing our strategic alternatives for Silpada. Additionally, in December 2010 we sold the ownership interest in Avon Products Company Limited ("Avon Japan") to Devon Holdings K.K., an affiliate of TPG Capital.

Distribution

We presently have sales operations in 65 countries and territories, including the United States ("U.S."), and distribute our products in 43 other countries and territories. Unlike most of our competitors, which sell their products through third-party retail establishments (e.g., drug stores and department stores), we primarily sell our products to the ultimate consumer through the direct-selling channel. In our case, sales of our products are made to the ultimate consumer principally through direct selling by more than 6 million active independent Representatives. Representatives are independent contractors and not our employees. Representatives earn by purchasing products directly from us at a discount from a published brochure price and selling them to their customers, the ultimate consumer of our products. Representatives can start their Avon businesses for a nominal fee, or in some markets, for no fee at all. We generally have no arrangements with end users of our products beyond the Representative, except as described below. No single Representative accounts for more than 10% of our net sales.

A Representative contacts customers directly, selling primarily through our brochure, which highlights new products and special promotions for each sales campaign. In this sense, the Representative, together with the brochure, are the "store" through which our products are sold. A brochure introducing a new sales campaign is usually generated every two weeks in the

3

U.S. and every two to four weeks for most markets outside the U.S. Generally, the Representative forwards an order for a campaign to us using the Internet, mail, telephone, or fax. This order is processed and the products are assembled at a distribution center and delivered to the Representative usually through a combination of local and national delivery companies. Generally, the Representative then delivers the merchandise and collects payment from the customer for his or her own account. A Representative generally receives a refund of the price the Representative paid for a product if the Representative chooses to return it.

We employ certain web enabled systems to increase Representative support, which allow a Representative to run her or his business more efficiently and also allow us to improve our order-processing accuracy. For example, in many countries, Representatives can utilize the Internet to manage their business electronically, including order submission, order tracking, payment and two-way communications with us. In addition, in the U.S., Representatives can further build their own business through personalized web pages provided by us, enabling them to sell a complete line of our products online. Self-paced online training also is available in certain markets.

In some markets, we use decentralized branches, satellite stores and independent retail operations to serve Representatives and other customers. Representatives come to a branch to place and pick up product orders for their customers. The branches also create visibility for us with consumers and help reinforce our beauty image. In certain markets, we provide opportunities to license our beauty centers and other retail-oriented and direct-to-consumer opportunities to reach new customers in complementary ways to direct selling. In the U.S. and certain other markets, we also market our products through consumer websites (e.g. www.avon.com in the U.S.).

The recruiting or appointing and training of Representatives are the primary responsibilities of district sales managers, zone managers, and independent leaders. Depending on the market and the responsibilities of the role, some of these individuals are our employees and some are independent contractors. Those who are employees are paid a salary and an incentive based primarily on the achievement of a sales objective in their district. Those who are independent contractors are rewarded primarily based on total sales achieved in their zones or downlines. Personal contacts, including recommendations from current Representatives (including the Leadership program), and local market advertising constitute the primary means of obtaining new Representatives. The Leadership program is a multi-level compensation program which gives Representatives, known as independent leaders, the opportunity to earn discounts on their own sales of our products, as well as commissions based on the net sales made by Representatives they have recruited and trained. This program generally limits the number of levels on which commissions can be earned to three. The primary responsibilities of independent leaders are the prospecting, appointing, training and development of their downline Representatives while maintaining a certain level of their own sales. Development of the Leadership program throughout the world is one part of our long-term growth strategy. As described above, the Representative is the "store" through which we primarily sell our products and, given the high rate of turnover among Representatives (a common characteristic of direct selling), it is critical that we recruit, retain and service Representatives on a continuing basis in order to maintain and grow our business.

From time to time, local governments and others question the legal status of Representatives or impose burdens inconsistent with their status as independent contractors, often in regard to possible coverage under social benefit laws that would require us (and, in most instances, the Representatives) to make regular contributions to government social benefit funds. Although we have generally been able to address these questions in a satisfactory manner, these questions can be raised again following regulatory changes in a jurisdiction or can be raised in other jurisdictions. If there should be a final determination adverse to us in a country, the cost for future, and possibly past, contributions could be so substantial in the context of the volume and profitability of our business in that country that we would consider discontinuing operations in that country.

Promotion and Marketing

Sales promotion and sales development activities are directed at assisting Representatives, through sales aids such as brochures, product samples and demonstration products. In order to support the efforts of Representatives to reach new customers, specially designed sales aids, promotional pieces, customer flyers, television advertising and print advertising are used. In addition, we seek to motivate our Representatives through the use of special incentive programs that reward superior sales performance. Periodic sales meetings with Representatives are conducted by the district sales or zone managers. The meetings are designed to keep Representatives abreast of product line changes, explain sales techniques and provide recognition for sales performance.

A number of merchandising techniques are used, including the introduction of new products, the use of combination offers, the use of trial sizes and samples, and the promotion of products packaged as gift items. In general, for each sales campaign, a distinctive brochure is published, in which new products are introduced and selected items are offered as special promotions or are given particular prominence in the brochure. A key current priority for our merchandising is to continue the use of pricing

4

and promotional models and tools to enable a deeper, fact-based understanding of the role and impact of pricing within our product portfolio.

From time to time, various regulations or laws have been proposed or adopted that would, in general, restrict the frequency, duration or volume of sales resulting from new product introductions, special promotions or other special price offers. We expect our pricing flexibility and broad product lines to mitigate the effect of these regulations.

Competitive Conditions

We face competition from various products and product lines both domestically and internationally. The beauty and beauty-related products industry is highly competitive and the number of competitors and degree of competition that we face in this industry varies widely from country to country. Worldwide, we compete against products sold to consumers by other direct-selling and direct-sales companies and through the Internet, and against products sold through the mass market and prestige retail channels.

Specifically, due to the nature of the direct-selling channel, we compete on a regional, often country-by-country basis, with our direct-selling competitors. Unlike most other beauty companies, we compete within a distinct business model where providing a compelling earnings opportunity for our Representatives is as critical as developing and marketing new and innovative products. As a result, in contrast to a typical CPG company which operates within a broad-based consumer pool, we must first compete for a limited pool of Representatives before we reach the ultimate consumer.

Within the broader CPG industry, we principally compete against large and well-known cosmetics, fragrances, skin care and personal care companies that manufacture and sell broad product lines through various types of retail establishments. In addition, we compete against many other companies that manufacture and sell more narrow beauty product lines sold through retail establishments and other channels.

We also have many competitors in the jewelry, accessories, apparel, housewares, and gift and decorative products industries globally, including retail establishments, principally department stores, gift shops and specialty retailers, mass merchandisers, and direct-sales companies specializing in these products.

We believe that the personalized customer service offered by our Representatives; the amount and type of field incentives we offer our Representatives on a market-by-market basis; the high quality, attractive designs and prices of our products; the high level of new and innovative products; our easily recognized brand name and our guarantee of product satisfaction are significant factors in helping to establish and maintain our competitive position.

International Operations

Our international operations are conducted primarily through subsidiaries in 64 countries and territories outside of the U.S. In addition to these countries and territories, our products are distributed in 43 other countries and territories.

Our international operations are subject to risks inherent in conducting business abroad, including, but not limited to, the risk of adverse currency fluctuations, currency remittance restrictions and unfavorable social, economic and political conditions.

See the sections "Risk Factors - Our ability to conduct business, particularly in international markets, may be affected by political, legal, tax and regulatory risks" and "Risk Factors - We are subject to financial risks related to our international operations, including exposure to foreign currency fluctuations" in Item 1A on pages 8 through 18 of our 2012 Annual Report for further information.

Manufacturing

We manufacture and package the majority of our Beauty products. Raw materials, consisting chiefly of essential oils, chemicals, containers and packaging components, are purchased for our Beauty products from various suppliers. Most of our Fashion and Home products are purchased from various third-party suppliers. Additionally, we design the brochures that are used by the Representatives to sell our products. The loss of any one supplier would not have a material impact on our ability to source raw materials for our Beauty products or source products for our Fashion and Home categories or paper for the brochures.

Packages, consisting of containers and packaging components, are designed by our staff of artists and designers. The design and development of new Beauty products are affected by the cost and availability of materials such as glass, plastics and chemicals. We believe that we can continue to obtain sufficient raw materials and supplies to manufacture and produce our Beauty products for the foreseeable future.

5

We also continue to implement an enterprise resource planning ("ERP") system on a worldwide basis, which is expected to improve the efficiency of our supply chain and financial transaction processes. The implementation is expected to continue in phases over the next several years. We have completed implementation in certain significant markets.

See Item 2, Properties, on page 18 of our 2012 Annual Report for additional information regarding the location of our principal manufacturing facilities.

Product Categories

Each of our three product categories individually account for 10% or more of consolidated net sales in 2012. The following is the percentage of net sales by product category for the years ended December 31:

	2012		2011		2010
Beauty	72	%	73	%	71	%
Fashion	18	%	18	%	19	%
Home	10	%	9	%	10	%

Trademarks and Patents

Our business is not materially dependent on the existence of third-party patent, trademark or other third-party intellectual property rights, and we are not a party to any ongoing material licenses, franchises or concessions. We do seek to protect our key proprietary technologies by aggressively pursuing comprehensive patent coverage in major markets. We protect our Avon name and other major proprietary trademarks through registration of these trademarks in the markets where we sell our products, monitoring the markets for infringement of such trademarks by others, and by taking appropriate steps to stop any infringing activities.

Seasonal Nature of Business

Our sales and earnings typically have a seasonal pattern characteristic of many companies selling beauty, gift and decorative products, apparel, and fashion jewelry. Holiday sales generally cause a sales peak in the fourth quarter of the year; however, the sales volume of holiday gift items is, by its nature, difficult to forecast. Fourth quarter revenue and operating data was as follows:

	2012		2011		2010
Fourth quarter revenues as a % of total revenue	28	%	27	%	29	%
Fourth quarter operating profit as a % of total operating profit	3	%	2	%	33	%
Fourth quarter adjusted Non-GAAP operating profit as a % of total adjusted Non-GAAP operating profit(1)	40	%	25	%	34	%

(1) Refer to the "Non-GAAP Financial Measures" section within MD&A on pages 23 through 24 of our 2012 Annual Report for a description of certain items we present herein on an adjusted Non-GAAP basis.

The fourth quarter operating profit comparison was unfavorably impacted by higher costs to implement our restructuring initiatives in 2012 compared to 2011. The fourth quarter of 2012 included costs to implement our restructuring initiatives of $57.6, whereas the fourth quarter of 2011 included $8.7 of costs to implement our restructuring initiatives. The fourth quarter operating profit comparison between 2012 and 2011 was also impacted by non-cash impairment charges of $209.0, or 66% of full year operating profit, and $263.0, or 31% of full year operating profit, recognized in the fourth quarters of 2012 and 2011, respectively.

Research and Product Development Activities

New products are essential to growth in the highly competitive cosmetics industry. Our research and development ("R&D") department’s efforts are important to developing new products, including formulating effective beauty treatments relevant to women’s needs, and redesigning or reformulating existing products. To increase our brand competitiveness, we have sustained our focus on new technology and product innovation to deliver first-to-market products that provide visible consumer benefits.

Our global research and development facility is located in Suffern, NY. A team of researchers and technicians apply the disciplines of science to the practical aspects of bringing products to market around the world. Relationships with dermatologists and other specialists enhance our ability to deliver new formulas and ingredients to market. Additionally, we have satellite R&D operations located in Argentina, Brazil, China, Mexico, Poland and South Africa. In 2010, we invested in

6

our R&D facility in Shanghai, China to increase our ability to develop products to better meet Asian consumers’ needs. To date, Shanghai R&D has grown into a fully functional development center across product categories.

In 2012, our most significant product launches included: Anew Clinical Pro Line Eraser Treatment, Anew Genics Eye Treatment, Anew Ultimate 7S (Night Cream, Elixir, Day Cream), Solutions Cellu-Defy Intensive Anti-Cellulite Lotion, Advance Techniques 360 Nourish Moroccan Argan Oil Leave-In Treatment, Skin So Soft Soft Indulgences Collection, Moisture Therapy Calming Relief Balm, Shine Attract Lipstick, Super Drama Mascara, NailWear Pro+ Nail Enamel, MagiX Cashmere Advanced Liquid Foundation, Infinite Moment Fragrance, Viva by Fergie Fragrance, and City Rush (Unplugged) Fragrance.

The amounts incurred on research activities relating to the development of new products and the improvement of existing products were $75.2 in 2012, $77.7 in 2011 and $72.6 in 2010. This research included the activities of product research and development and package design and development. Most of these activities were related to the design and development of Beauty products.

Environmental Matters

In general, compliance with environmental regulations impacting our global operations has not had, and is not anticipated to have, any material adverse effect on our financial position, capital expenditures or competitive position.

Employees

At December 31, 2012, we employed approximately 39,100 employees. Of these, approximately 4,800 were employed in the U.S. and approximately 34,300 were employed in other countries.

Website Access to Reports

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are, and have been throughout 2012, available without charge on our investor website (www.avoninvestor.com) as soon as reasonably practicable after they are filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC"). We also make available on our website the charters of our Board Committees, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics. Copies of these SEC reports and other documents are also available, without charge, by sending a letter to Investor Relations, Avon Products, Inc., 777 Third Avenue, New York, N.Y. 10017-1307, by sending an email to investor.relations@avon.com or by calling (212) 282-5320. Information on our website does not constitute part of this report. Additionally, our filings with the SEC may be read and copied at the SEC Public Reference Room at 100 F Street, NE Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. These filings, including reports, proxy and information statements, and other information regarding the Company are also available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after we have filed or furnished the above-referenced reports.

7

ITEM 1A. RISK FACTORS

You should carefully consider each of the following risks associated with an investment in our publicly traded securities and all of the other information in our 2012 Annual Report. Our business may also be adversely affected by risks and uncertainties not presently known to us or that we currently believe to be immaterial. If any of the events contemplated by the following discussion of risks should occur, our business, prospects, financial condition, liquidity, results of operations and cash flows may be materially adversely affected.

Our success depends on our ability to improve our financial and operational performance and execute fully our global business strategy.

Our ability to improve our financial and operational performance and implement the key initiatives of our global business strategy is dependent upon a number of factors, including our ability to:

• implement our stabilization strategies, cost savings initiative, multi-year restructuring programs and other initiatives, including Service Model Transformation, and achieve anticipated savings and benefits from such programs and initiatives;

• reverse declines in our top line performance and market share, and strengthen our brand image;

• reduce costs, particularly SG&A costs, and reinvest certain of those savings effectively in consumer-oriented investments and other aspects of our business, while effectively managing our cost base;

• implement appropriate product mix and pricing strategies that are more aligned with the preferences of local markets and achieve anticipated benefits from these strategies;

• implement enterprise resource planning ("ERP") successfully, execute investments in information technology infrastructure and realize efficiencies across our supply chain, marketing processes, sales model and organizational structure;

• implement customer service initiatives;

• implement and continue to innovate our Internet platform and technology strategies;

• effectively manage our outsourcing activities;

• improve our marketing and advertising, including our brochures and our social media presence;

• improve working capital, effectively manage inventory and implement initiatives to reduce inventory levels, including the potential impact on cash flows and obsolescence;

• service our current indebtedness, secure short- and long-term financing, or financing at attractive rates, maintain appropriate capital investment, capital structure and cash flow levels to fund, among other things, cash dividends, and implement cash management, tax, foreign currency hedging and risk management strategies;

• reverse declines in Active Representatives and Representative satisfaction by successfully reducing campaign complexity, implementing our Leadership program globally, enhancing the Representative experience and earnings potential and improving our brand image;

• increase the productivity of Representatives through successful implementation of field activation programs and technology tools and enablers, Service Model Transformation and other investments in the direct-selling channel;

• improve our business in North America through successfully implementing field transformation and a strong multi-level leadership structure;

• improve management of our businesses in developing markets, including improving local information technology resource and management of local supply chains;

• 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 acquisitions, joint ventures and strategic alliances with other companies; and

• estimate and achieve any financial projections concerning, for example, future revenue, profit, cash flow, and operating margin increases.

There can be no assurance that any of these initiatives will be successfully and fully executed within the time periods that we expect.

8

We may experience financial and strategic difficulties and delays or unexpected costs in completing our various restructuring and cost-savings initiatives, including achieving any anticipated savings and benefits of these initiatives.

In an effort to improve operating performance, we identified certain actions in 2012 aimed at enhancing our operating model, reducing costs, and improving efficiencies. As a result of the analysis and the actions taken in connection with this restructuring, we have recorded total costs to implement of $73.9 million before taxes associated with approved initiatives. We also continue to implement our previously announced restructuring programs. For our restructuring program launched in 2005 (the "2005 Restructuring Program"), we have recorded total costs to implement restructuring initiatives of $527.1 million before taxes and expect our total costs when fully implemented to be approximately $525 million before taxes when considering historical and future costs along with expected gains from sales of properties. With regards to the restructuring program launched in 2009 (the "2009 Restructuring Program"), we have recorded total costs to implement restructuring initiatives of $255.0 million before taxes and expect total costs to implement to reach approximately $260 million before taxes. See Note 15, Restructuring Initiatives, on pages F-43 through F-46 of our 2012 Annual Report for details of the costs of the restructuring initiatives.

We also recently outlined initial steps toward achieving the Company's previously communicated annual cost-savings target of $400 million by the end of 2015. In connection with this cost-savings target, on December 11, 2012 we announced initial steps of a cost savings initiative (the "$400M Cost Savings Initiative"), in an effort to stabilize the business and return Avon to sustainable growth. The $400M Cost Savings Initiative includes a targeted global headcount reduction of approximately 1,500 positions and related actions. As part of the $400M Cost Savings Initiative, the Company announced that it will exit the South Korea and Vietnam markets. These actions are aimed at concentrating resources on high priority markets and activities and boosting efficiencies, and are expected to be largely completed before the end of 2013. For the initiatives approved to date, cost to implement these actions is expected to be in the range of $70-80 million before taxes, of which $50.7 million before taxes was recorded in the fourth quarter of 2012. At this time we are unable to quantify the total costs when the initiative is fully implemented. In connection with the initial steps of the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $70 million before taxes. See the "Overview" section within MD&A on pages 22 through 23 of our 2012 Annual Report for further information

We may not realize anticipated savings or benefits from one or more initiatives arising under our restructuring and cost-savings programs or other initiatives in full or in part or within the time periods we expect. Other events and circumstances, such as financial and strategic difficulties and delays or unexpected costs, may occur which could result in our not realizing all or any of the anticipated savings or benefits. If we are unable to realize these savings or benefits, our ability to continue to fund other initiatives may be adversely affected. In addition, our plans to invest these savings and benefits ahead of future growth means that such costs will be incurred whether or not we realize these savings and benefits. We are also subject to the risks of labor unrest, negative publicity and business disruption in connection with our restructuring and cost-savings programs and other initiatives. Failure to realize anticipated savings or benefits from our restructuring and cost-savings programs and other initiatives could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

There can be no assurance that we will be able to reverse declining margins and net income and achieve profitable growth.

There can be no assurance that we will be able to reverse declining margins and net income and achieve profitable growth in the future, particularly in our largest markets, such as Brazil and the U.S., and developing and emerging markets, such as Mexico and Russia. Our gross margin in 2012 declined to 61.1%, compared to 63.3% in 2011 and 62.8% in 2010. Our operating margin in 2012 declined to 2.9%, compared to 7.6% in 2011 and 9.9% in 2010. In 2012. we had a net loss of $38.2 million, as compared to net income of $517.8 million and $609.3 million in 2011 and 2010, respectively. Reversing these trends will depend on our ability to improve financial and operational performance and execution of our global business strategy. There can be no assurance that we will be able to achieve these goals.

To reverse these trends in margins and net income and achieve profitable growth, we also need to successfully implement certain initiatives including our restructuring and cost-savings initiatives, and there can no assurance that we will be able to do so. Our achievement of profitable growth is also subject to the strengths and weaknesses of our individual markets, including our international markets, which are or may be impacted by global economic conditions. We cannot assure that our broad-based geographic portfolio will be able to withstand an economic downturn, recession, cost or wage inflation, commodity cost pressures, economic or political instability, competitive pressures or other market pressures in one or more particular regions.

Failure to reverse declining margins and net income and achieve profitable growth could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

9

Our business is conducted worldwide primarily in one channel, direct selling.

Our business is conducted worldwide, primarily in the direct-selling channel. Sales are made to the ultimate consumer principally through more than 6 million active independent Representatives worldwide. There is a high rate of turnover among Representatives, which is a common characteristic of the direct selling business. In order to reverse losses of Representatives and grow our business in the future, we need to recruit, retain and service Representatives on a continuing basis and create attractive Representative earning opportunities, successfully implement initiatives such as Service Model Transformation and the One Simple Sales Model in the U.S., improve our product offerings and improve our marketing and advertising, among other things, and there can be no assurance that we will be able to achieve these objectives. Additionally, consumer purchasing habits, including reducing purchases of beauty and related products generally, or reducing purchases from Representatives or buying beauty and related products in channels other than in direct selling, such as retail, could reduce our sales, impact our ability to execute our global business strategy or have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows. Additionally, if our competitors establish greater market share in the direct-selling channel, our business, prospects, financial condition, liquidity, results of operations and cash flows may be adversely affected. Furthermore, if any government bans or severely restricts our business method of direct selling, our business, prospects, financial condition, liquidity, results of operations and cash flows may be materially adversely affected.

We are subject to financial risks related to our international operations, including exposure to foreign currency fluctuations.

We operate globally, through operations in various locations around the world, and derive approximately 85% of our consolidated revenue from our operations outside of the U.S.

One risk associated with our international operations is that the functional currency for most of our international operations is the applicable local currency. For example, currencies for which we have significant exposures include the Argentine peso, Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese renminbi, Colombian peso, the Czech Republic koruna, the euro, Mexican peso, New Zealand dollar, Peruvian new sol, Philippine peso, Polish zloty, Russian ruble, South Africa rand, Turkish lira, and Ukrainian hryvnia. As a result, movements in exchange rates may have a significant impact on our business, assets, financial condition, liquidity, results of operations and cash flows. For example, in 2012, our revenues declined 5% compared to 2011 due to unfavorable foreign exchange, but were relatively unchanged on a Constant $ basis. There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, assets, financial condition, liquidity, results of operations or cash flows.

Another risk associated with our international operations is the possibility that a foreign government may impose currency remittance restrictions. Due to the possibility of government restrictions on transfers of cash out of the country and control of exchange rates, we may not be able to immediately repatriate cash at the official exchange rate. If this should occur, or if the official exchange rate devalues, it may have a material adverse effect on our business, assets, financial condition, liquidity, results of operations or cash flows. For example, currency restrictions enacted by the Venezuelan government in 2003 have become more restrictive and have impacted the ability of our subsidiary in Venezuela (Avon Venezuela) to obtain foreign currency at the official rate to pay for imported products. We are currently unable to predict the likelihood of government approvals of these requests, or if approved, the estimated time for remittance. Unless official foreign exchange is made more readily available, Avon Venezuela's operations will continue to be negatively impacted as it will need to obtain more of its foreign currency needs from non-government sources where the exchange rate is less favorable than the official rate.

Inflation is another risk associated with our international operations. For example, Venezuela has been designated as a highly inflationary economy, and in February 2013 the Venezuelan government devalued its currency for the second time since January 1, 2010. Gains and losses resulting from the remeasurement of the financial statements of subsidiaries operating in highly inflationary economies are recorded in earnings. Given Venezuela's designation as a highly inflationary economy, the devaluation of the official rate and the potential for future devaluation, our revenue, operating profit, and net income will continue to be negatively impacted in 2013 and beyond. See the "Segment Review - Latin America" section within MD&A on pages 34 through 37 of our 2012 Annual Report for additional information regarding Venezuela. In addition, there can be no assurance that other countries in which we operate, such as Argentina, will not also become highly inflationary and that our revenue, operating profit, and net (loss) income will not be adversely impacted as a result.

Our indebtedness and debt service obligations could materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows.

As of December 31, 2012, we had approximately $3.2 billion of indebtedness outstanding and approximately $250 million of the $1 billion revolving credit facility could have been drawn down without violating any covenant. As of December 31, 2012, we had $375 million and $500 million of outstanding indebtedness that matures and will need to be refinanced or repaid in 2013 and March 2014, respectively. In addition, $137.5 million of the Company's term loan is due in June 2014. We may also incur additional long-term indebtedness and working capital lines of credit to meet future financing needs, subject to certain restrictions under our indebtedness, including our revolving credit facility and our term loan, which would increase our total

10

indebtedness. We may be unable to generate sufficient cash flow from operations and future borrowings and other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs. Our indebtedness could have material negative consequences on our business, prospects, financial condition, liquidity, results of operations and cash flows, including the following:

• 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 debt service requirements or other cash requirements, in particular during periods in which credit markets are weak;

• a downgrade in our credit ratings;

• an allocation of a substantial portion of our cash flow from operations to service our debt, thus reducing the amount of our cash flow available for other purposes, including operating costs and capital expenditures that could improve our competitive position and operating results;

• a sale of debt or equity securities or sale of some of our core assets (subject to certain restrictions under our existing indebtedness, including our revolving credit facility and our term loan), possibly on unfavorable terms, to meet payment obligations;

• a limitation on our flexibility to plan for, or react to, competitive challenges in our business and the beauty industry;

• 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;

• limitations on our ability to execute business development activities to support our strategies;

• limitations on our ability to invest in recruiting, retaining and servicing our Representatives; and

• compliance with certain covenants in our debt instruments, including the impact of any significant restructuring charges or significant legal or regulatory settlements, or our ability to obtain necessary waivers from compliance with, or necessary amendments to, such covenants, and the impact any non-compliance may have on our ability to secure financing.

If we incur additional indebtedness, the related risks that we now face (including those described above), could intensify.

To service our debt obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Any failure to meet our debt service obligations, or to refinance or repay our outstanding indebtedness as it matures, could materially adversely impact our business, prospects, financial condition, liquidity, results of operations and cash flows.

Our ability to satisfy our debt obligations and repay or refinance our maturing indebtedness will depend principally upon our future operating performance. As a result, prevailing economic conditions and financial, business, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make payments on and to refinance our debt. If we do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, incurring additional debt, issuing equity or convertible securities, utilizing our revolving credit facility, reducing discretionary expenditures, selling certain assets or reducing our cash dividend to shareholders (or combinations thereof). Refer to the "Liquidity and Capital Resources" section within MD&A on pages 42 through 47 of our 2012 Annual Report for further information. Our ability to execute such alternative financing plans will depend on the capital markets and our financial condition at such time. In addition, our ability to execute such alternative financing plans may be subject to certain restrictions under our existing indebtedness, including our revolving credit facility and our term loan. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants compared to those associated with any debt that is being refinanced, which could further restrict our business operations. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or our inability to refinance our debt obligations on commercially reasonable terms or at all, would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

Our ability to make payments on and to refinance our indebtedness is dependent on our subsidiaries' ability to generate cash flow and their ability to make such cash available to us, by dividend, debt repayment or otherwise.

Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In addition, certain of our subsidiaries are non-U.S. entities that may be prohibited by law or other regulations from distributing funds to us, and we may be subject to unfavorable foreign exchange rates or payment of repatriation taxes and withholdings. For example, in 2003 Venezuela enacted restrictions on foreign currency exchange, as more fully described under "We are subject to financial risks related to our international operations,

11

including exposure to foreign currency fluctuations" and within the "Segment Review - Latin America" section within MD&A on pages 10 and 34 through 37 of our 2012 Annual Report. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness. A failure to make scheduled payments, or other material uncured breaches of our contractual obligations, could result in a variety of adverse consequences, including the acceleration of our indebtedness and the exercise of other remedies by our creditors that could materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows.

We are currently conducting an internal investigation and compliance reviews focused on compliance with the Foreign Corrupt Practices Act ("FCPA") and related United States ("U.S.") and foreign laws and we are in discussions with the United States Securities and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") regarding resolving their investigations of these matters. Based on our most recent communications with the SEC and the DOJ, we believe it is probable that we will incur a loss related to the government investigations. We are unable to reasonably estimate the amount or range of such loss; however, such loss could be material.

As previously reported, we have engaged outside counsel to conduct an internal investigation and compliance reviews focused on compliance with the FCPA and related U.S. and foreign laws in China and additional countries. The internal investigation, which is being conducted under the oversight of our Audit Committee, began in June 2008.

As previously reported in July 2009, in connection with the internal investigation, we commenced compliance reviews regarding the FCPA and related U.S. and foreign laws in additional countries in order to evaluate our compliance efforts. We are conducting these compliance reviews in a number of countries selected to represent each of the Company's international geographic segments. The internal investigation and compliance reviews are focused on reviewing certain expenses and books and records processes, including, but not limited to, travel, entertainment, gifts, use of third-party vendors and consultants and related due diligence, joint ventures and acquisitions, and payments to third-party agents and others, in connection with our business dealings, directly or indirectly, with foreign governments and their employees. The internal investigation and compliance reviews of these matters are ongoing. In connection with the internal investigation and compliance reviews, certain personnel actions, including termination of employment of certain senior members of management, have been taken, and additional personnel actions may be taken in the future. In connection with the internal investigation and compliance reviews, we continue to enhance our ethics and compliance program, including our policies and procedures, FCPA compliance-related training, FCPA third-party due diligence program and other compliance-related resources.

As previously reported in October 2008, we voluntarily contacted the SEC and the DOJ to advise both agencies of our internal investigation. We have cooperated and continue to cooperate with investigations of these matters by the SEC and the DOJ. We have, among other things, signed tolling agreements, responded to inquiries, translated and produced documents, assisted with interviews, and provided information on our internal investigation and compliance reviews, personnel actions taken and steps taken to enhance our ethics and compliance program. As previously reported in August 2012, we are in discussions with the SEC and the DOJ regarding resolving the government investigations. These discussions are ongoing. There can be no assurance that a settlement with the SEC and the DOJ will be reached or, if a settlement is reached, the timing of any such settlement or the terms of any such settlement. We expect any such settlement may include civil and/or criminal fines and penalties as well as non-monetary remedies, such as oversight requirements and additional remediation and compliance requirements. We may be required to incur significant future costs to comply with the non-monetary terms of any settlement with the SEC and the DOJ. Under certain circumstances, we may also be required to advance significant professional fees and expenses to certain current and former Company employees in connection with these matters. Until any settlement or other resolution of these matters, we expect to continue to incur costs, primarily professional fees and expenses, which may be significant, in connection with the government investigations.

At this point we are unable to predict the developments in, outcome of, and economic and other consequences of the government investigations or their impact on our earnings, cash flow, liquidity, financial condition and ongoing business. However, based on our most recent communications with the DOJ and the SEC, the Company believes that it is probable that the Company will incur a loss related to the government investigations. We are unable to reasonably estimate the amount or range of such loss; however, such loss could be material.

A general economic downturn, a recession globally or in one or more of our geographic regions or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings.

A downturn in the economies in which we sell our products, including any recession in one or more of our geographic regions, or the current global macro-economic pressures, could adversely affect our business and our access to liquidity and capital. Recent global economic events over the past few years, including job losses, the tightening of credit markets and failures of financial institutions and other entities, have resulted in challenges to our business and a heightened concern regarding further deterioration globally. In addition, as mentioned above, our business is conducted primarily in the direct-selling channel. We could experience declines in revenues, profitability and cash flow due to reduced orders, payment delays, supply chain

12

disruptions or other factors caused by such economic, operational or business challenges. Any or all of these factors could potentially have a material adverse effect on our liquidity and capital resources, including our ability to issue commercial paper, raise additional capital and maintain credit lines and offshore cash balances. Avon's long-term credit ratings are Baa2 (Stable Outlook) with Moody's and BBB- (Negative Outlook) with S&P, which are on the low end of investment grade, and BB+ (Stable Outlook) with Fitch, which is below investment grade. In February 2013, Fitch lowered their long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook) and Moody's lowered their long-term credit rating from Baa1 (Negative Outlook) to Baa2 (Stable Outlook). Additional rating agency reviews could result in a further change in outlook or downgrade, which would likely result in an increase in financing costs, including interest expense under certain of our debt instruments, less favorable covenants and financial terms of our financing arrangements, and reduced access to lending sources, including the commercial paper market. Refer to the "Capital Resources - Private Notes" section within MD&A on pages 46 through 47 of our 2012 Annual Report for additional information regarding the impact of credit ratings on our Private Notes.

Consumer spending is also generally affected by a number of factors, including general economic conditions, inflation, interest rates, energy costs, gasoline prices and consumer confidence generally, all of which are beyond our control. Consumer purchases of discretionary items, such as beauty and related products, tend to decline during recessionary periods, when disposable income is lower, and may impact sales of our products. We face continued economic challenges in fiscal 2013 because customers may continue to have less money for discretionary purchases as a result of job losses, foreclosures, bankruptcies, reduced access to credit and sharply falling home prices, among other things.

In addition, sudden disruptions in business conditions as a result of a terrorist attack similar to the events of September 11, 2001, including further attacks, retaliation and the threat of further attacks or retaliation, war, adverse weather conditions and climate changes or other natural disasters, for example, 2012 weather conditions impacting the Philippines, pandemic situations or large scale power outages can have a short- or, sometimes, long-term impact on consumer spending.

Our ability to conduct business, particularly in international markets, may be affected by political, legal, tax and regulatory risks.

Our ability to achieve growth, particularly in new international markets, and to improve operations, particularly in our existing international markets, is exposed to various risks, including:

• the possibility that a foreign government might ban or severely restrict our business method of direct selling;

• the possibility that local civil unrest, economic or political instability, bureaucratic delays, changes in macro-economic conditions, changes in diplomatic or trade relationships or other uncertainties might disrupt our operations in an international market;

• the lack of well-established or reliable legal systems in certain areas where we operate;

• the adoption of new U.S. or international 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;

• 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; and

• 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.

We are also subject to the adoption, interpretation and enforcement by governmental agencies in the U.S. (including on federal, state and local levels) and abroad of other laws, rules, regulations or policies, including any changes thereto, such as restrictions on trade, license and permit requirements, import and export license requirements, privacy and data protection laws, anti-corruption laws, environmental laws, records and information management, e-invoicing, tariffs and taxes, health care reform requirements such as the Patient Protection and Affordable Healthcare Act, and regulation of product claims or ingredients, which may require us to adjust our operations and systems in certain markets where we do business. For example, privacy and data protection laws are subject to frequently changing rules and regulations, which may vary among the various jurisdictions where we operate. If we are unable to adhere to or successfully implement processes in response to changing regulatory requirements, our business and/or reputation may be adversely affected. We cannot predict with certainty the outcome or the impact that pending or future legislative and regulatory changes may have on our business in the future.

Our success depends, in part, on our key personnel.

Our success depends, in part, on our ability to retain our key personnel. The unexpected loss of or failure to retain one or more of our key employees could adversely affect our business. Our success also depends, in part, on our continuing ability to identify, hire, attract, train, develop and retain other highly qualified personnel. Competition for these employees can be intense and our ability to hire, attract and retain them depends on our ability to provide competitive compensation. We may not be able

13

to attract, assimilate, develop or retain qualified personnel in the future, and our failure to do so could adversely affect our business, including the execution of our global business strategy. For example, since 2011, there have been many changes to the Company's senior management, including a new chief executive officer and chief financial officer. Any failure by our management team to perform as expected may have a material adverse effect on our business, prospects, financial condition and results of operations. This risk may be exacerbated by the uncertainties associated with the implementation of our stabilization strategies and restructuring and cost-savings initiatives.

We face intense competition and can make no assurances about our ability to overcome our competitive challenges.

We face intense competition from competing products in each of our lines of business, in both the domestic and international markets. Worldwide, we compete against products sold to consumers by other direct selling and direct sales companies and through the Internet, and against products sold through the mass market and prestige retail channels. We also face increasing competition in our developing and emerging markets, particularly Brazil.

Within the direct-selling channel, we compete on a regional, and often country-by-country, basis with our direct selling competitors. There are also a number of direct selling companies that sell product lines similar to ours, some of which also have worldwide operations and compete with us globally. Unlike most other beauty companies, we compete within a distinct business model where providing a compelling earnings opportunity for our Representatives is as critical as developing and marketing new and innovative products. Therefore, in contrast to a typical consumer packaged goods ("CPG") company which operates within a broad-based consumer pool, we must first compete for a limited pool of Representatives before we reach the ultimate consumer.

Direct sellers compete for representative or entrepreneurial talent by providing a more competitive earnings opportunity or "better deal" than that offered by the competition. Representatives are attracted to a direct seller by competitive earnings opportunities, often through what are commonly known as "field incentives" in the direct selling industry. Competitors devote substantial effort to finding out the effectiveness of such incentives so that they can invest in incentives that are the most cost effective or produce the better payback. As the largest and oldest beauty direct seller, Avon's business model and strategies are often highly sought after, particularly by smaller and more nimble competitors who seek to capitalize on our investment and experience. As a result, we are subject to significant competition for the recruitment of Representatives from other direct selling or network marketing organizations. It is therefore continually necessary to innovate and enhance our direct selling and service model as well as to recruit and retain new Representatives. If we are unable to do so, our business will be adversely affected.

Within the broader CPG industry, we compete against large and well-known cosmetics and fragrances companies that manufacture and sell broad product lines through various types of retail establishments. In addition, we compete against many other companies that manufacture and sell in more narrow beauty product lines sold through retail establishments. This industry is highly competitive, and some of our principal competitors in the CPG industry are larger than we are and have greater resources than we do. Competitive activities on their part could cause our sales to suffer. We have many competitors in the highly competitive gift and decorative products and apparel industries globally, including retail establishments, principally department stores, gift shops and specialty retailers, and direct-mail companies specializing in these products. Our principal competition in the highly competitive fashion jewelry industry consists of a few large companies and many small companies that sell fashion jewelry through retail establishments.

The number of competitors and degree of competition that we face in the beauty and related products industry varies widely from country to country. If our advertising, promotional, merchandising or other marketing strategies are not successful, if we are unable to improve our product mix and offer new products that represent technological breakthroughs and are aligned with local preferences, if we do not successfully manage the timing of new product introductions or the profitability of these efforts, if we are unable to improve our Representative Value Proposition ("RVP"), or if for other reasons our Representatives or end customers perceive competitors' products as having greater appeal, then our sales and results of operations will be adversely affected.

Our ability to improve our financial performance depends on our ability to anticipate and respond to market trends and changes in consumer preferences.

Our ability to improve our financial performance depends on our ability to anticipate, gauge and react in a timely and effective manner to changes in consumer spending patterns and preferences for beauty and related products. We must continually work to develop, produce and market new products, maintain and enhance the recognition of our brands, achieve a favorable mix of products, and refine our approach as to how and where we market and sell our products. Consumer spending patterns and preferences cannot be predicted with certainty and can change rapidly. There can be no assurance that we will be able to anticipate and respond to trends in the market for beauty and related products and changing consumer demands and improve our financial results.

14

Furthermore, material shifts or decreases in market demand for our products, including as a result of changes in consumer spending patterns and preferences or incorrect forecasting of market demand, could result in us carrying inventory that cannot be sold at anticipated prices or increased product returns by our Representatives. Failure to maintain proper inventory levels or increased product returns by our Representatives could result in a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

A disruption of a key information technology system, process or site could adversely affect our operations.

We employ information technology systems to support our business, including systems to support financial reporting, web-based tools, an ERP system which we are implementing on a worldwide basis, and an internal communication and data transfer network. We also employ information technology systems to support Representatives in many of our markets, including electronic order collection and invoicing systems and on-line training, and utilize third-party service providers. We have Internet sites in many of our markets, including business-to-business websites to support Representatives. We have undertaken initiatives to increase our reliance on employing information technology systems to enable our Representatives, as well as initiatives, as part of our multi-year restructuring programs, to outsource certain services, including the provision of global human resources information technology systems to our employees and other information technology processes.

Any of these systems may be susceptible to outages or disruptions due to the complex landscape of localized applications and architectures as well as incidents due to legacy or unintegrated systems or both, fire, floods, power loss, telecommunications failures, terrorist attacks, cyber security breaches, break-ins, corruption and similar events. There may be other challenges and risks as we upgrade, modernize, and standardize our information technology systems, such as through Service Model Transformation, on a worldwide basis. In addition, in the third quarter of 2011, we experienced challenges in implementing an ERP system in Brazil which impacted service levels, which in turn negatively impacted average order and Active Representative and revenue growth during 2011. Despite our network/ cyber security measures, our systems may also be vulnerable to computer viruses, data or cyber security breaches, break-ins, corruption and similar disruptions from unauthorized tampering with these systems. The occurrence of these or other events could disrupt our information technology systems and adversely affect our operations, as well as cause damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and could also result in deterioration in our employees' and customers' confidence in us and other competitive disadvantages.

Third-party suppliers provide, among other things, the raw materials used to manufacture our Beauty products, and the loss of these suppliers or a disruption or interruption in the supply chain may adversely affect our business.

We manufacture and package the majority of our Beauty products. Raw materials, consisting chiefly of essential oils, chemicals, containers and packaging components, are purchased from various third-party suppliers for our Beauty products. All of our Fashion and Home products are purchased from various suppliers. Additionally, we produce the brochures that are used by Representatives to sell Avon products. The loss of multiple suppliers or a significant disruption or interruption in the supply chain could have a material adverse effect on the manufacturing and packaging of our Beauty products, the purchasing of our Fashion and Home products or the production of our brochures. This risk may be exacerbated by our globally-coordinated purchasing strategy, which leverages volumes. In addition, regulatory action, such as restrictions on importation, may also disrupt or interrupt our supply chain. Furthermore, increases in the costs of raw materials or other commodities may adversely affect our profit margins if we are unable to pass along any higher costs in the form of price increases or otherwise achieve cost efficiencies in manufacturing and distribution.

Significant changes in pension fund investment performance, assumptions relating to pension costs or required legal changes in pension funding rules may have a material effect on the valuation of pension obligations, the funded status of pension plans and our pension cost.

Our funding policy for pension plans is to accumulate plan assets that, over the long run, will approximate the present value of projected benefit obligations. Our pension cost is materially affected by the discount rate used to measure pension obligations, the level of plan assets available to fund those obligations at the measurement date and the expected long-term rate of return on plan assets. Significant changes in investment performance or a change in the portfolio mix of invested assets can result in corresponding increases and decreases in the valuation of plan assets, particularly equity securities, or in a change of the expected rate of return on plan assets. Also, significant changes in the number of participants in the pension plans may result in additional funding obligations. A change in the discount rate would result in a significant increase or decrease in the valuation of pension obligations, affecting the reported funded status of our pension plans as well as the net periodic pension cost in the following fiscal years. Similarly, changes in the expected return on plan assets can result in significant changes in the net periodic pension cost of the following fiscal years. Pension funding requirement changes under the Pension Protection Act of 2006 affect pension funding obligations and may impose limitations on a hybrid plan's interest crediting rate to the "market rate of return." This may result in a significant increase or decrease in the valuation of pension obligations affecting the reported funded status of our pension plans. Finally, if the Financial Accounting Standards Board adopts the International Financial Reporting Standards as part of generally accepted accounting principles in the United States ("GAAP"), there could be changes

15

in the required funding obligations. Please see "Pension, Postretirement and Postemployment Expense" within the "Critical Accounting Estimates" section of MD&A on pages 25 through 26 and Note 12, Employee Benefit Plans, on pages F-32 through F-40 of our 2012 Annual Report, for additional information regarding the impact of these factors on our pension plan obligations.

Any acquisitions or divestitures may expose us to additional risks.

We review acquisition prospects that would complement our current product offerings, increase the size and geographic scope of our operations or otherwise offer growth and operating efficiency opportunities. The financing for any of these acquisitions could dilute the interests of our stockholders, result in an increase in our indebtedness or both. Acquisitions may entail numerous risks, including:

• difficulties in assimilating acquired operations or products, including the loss of key employees from acquired businesses and disruption to our direct-selling channel;

• diversion of management’s attention from our core business;

• adverse effects on existing business relationships with suppliers and customers; and

• risks of entering markets in which we have limited or no prior experience.

For example, the challenges to our acquired Silpada business, including the effect of rising silver prices, macro-economic pressures, competition, and the impact of declines in expected future cash flows and growth rates, and a change in the discount rate used to determine the fair value of expected future cash flows, have impacted the estimated fair value of our recorded goodwill and intangible assets. Further impairment of our goodwill and intangible assets could have a material adverse effect on our operating results. See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for additional information regarding Silpada.

Our failure to successfully complete the integration of any acquired business could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows. In addition, there can be no assurance that we will be able to identify suitable acquisition candidates or consummate acquisitions on favorable terms.

For divestitures, success is also dependent on effectively and efficiently separating the divested unit or business from the Company and reducing or eliminating associated overhead costs. In cases where a divestiture is not successfully implemented or completed, the Company's business, prospects, financial condition, liquidity, results of operations and cash flows could be adversely affected.

The loss of, or a disruption in, our manufacturing and distribution operations could adversely affect our business.

Our principal properties consist of worldwide manufacturing facilities for the production of Beauty products, distribution centers where offices are located and where finished merchandise is packed and shipped to Representatives in fulfillment of their orders, and one principal research and development facility. Additionally, we use third-party manufacturers to manufacture certain of our products. Therefore, as a company engaged in manufacturing, distribution and research and development on a global scale, we are subject to the risks inherent in such activities, including industrial accidents, environmental events, fires, strikes and other labor or industrial disputes, disruptions in logistics or information systems (such as the ERP system), loss or impairment of key manufacturing or distribution sites, product quality control issues, safety concerns, licensing requirements and other regulatory or government issues, as well as natural disasters, pandemics, border disputes, acts of terrorism and other external factors over which we have no control. These risks may be exacerbated by our efforts to increase facility consolidation covering our manufacturing, distribution and supply footprints, which may require significant resources and be challenging to achieve, or if we are unable to successfully enhance our disaster recovery planning. The loss of, or damage to, any of our facilities or centers, or those of our third-party manufacturers, could have a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

Our success depends, in part, on the quality and safety of our products.

Our success depends, in part, on the quality and safety of our products, including the procedures we employ to detect the likelihood of hazard, manufacturing issues and unforeseen product misuse. If our products are found to be, or are perceived to be, defective or unsafe, or if they otherwise fail to meet our Representatives' or end customers' standards, our relationship with our Representatives or end customers could suffer, we could need to recall some of our products, our reputation or the appeal of our brand could be diminished, and we could lose market share and/or become subject to liability claims, any of which could result in a material adverse effect on our business, prospects, financial condition, liquidity, results of operations and cash flows.

16

If we are unable to protect our intellectual property rights, specifically patents and trademarks, our ability to compete could be adversely affected.

The market for our products depends to a significant extent upon the value associated with our product innovations and our brand equity. We own the material patents and trademarks used in connection with the marketing and distribution of our major products both in the U.S. and in other countries where such products are principally sold. Although most of our material intellectual property is registered in the U.S. and in certain foreign countries in which we operate, there can be no assurance with respect to the rights associated with such intellectual property in those countries. In addition, the laws of certain foreign countries, including many emerging markets, such as China, may not protect our intellectual property rights to the same extent as the laws of the U.S. The costs required to protect our patents and trademarks may be substantial.

We are involved, and may become involved in the future, in legal proceedings that, if adversely adjudicated or settled, could adversely affect our financial results.

We are and may, in the future, become party to litigation, including, for example, claims alleging violation of the federal securities laws or claims relating to our advertising. In general, litigation claims can be expensive and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. We are currently vigorously contesting certain of these litigation claims. However, it is not possible to predict the final resolution of the litigation to which we currently are or may in the future become party, and the impact of certain of these matters on our business, prospects, financial condition, liquidity, results of operations and cash flows.

Government reviews, inquiries, investigations, and actions could harm our business or reputation. In addition, from time to time we may conduct other internal investigations and compliance reviews, the consequences of which could negatively impact our business or reputation.

As we operate in various locations around the world, our operations in certain countries are subject to significant governmental scrutiny and may be harmed by the results of such scrutiny. The regulatory environment with regard to direct selling in emerging and developing markets where we do business is evolving, and officials in such locations often exercise broad discretion in deciding how to interpret and apply applicable regulations. From time to time, we may receive formal and informal inquiries from various government regulatory authorities about our business and compliance with local laws and regulations. In addition, from time to time, we may conduct internal investigations and compliance reviews. The consequences of such government reviews, inquiries, investigations, and actions or such internal investigations and compliance reviews may adversely impact our business, prospects, reputation, financial condition, liquidity, results of operations or cash flows.

Any determination that our operations or activities, or the activities of our Representatives, are not, or were not, in compliance with existing U.S. or foreign laws or regulations could result in the imposition of substantial fines, interruptions of business, loss of supplier, vendor or other third-party relationships, termination of necessary licenses and permits, and other legal or equitable sanctions. Other legal or regulatory proceedings, as well as government investigations, which often involve complex legal issues and are subject to uncertainties, may also follow as a consequence.

Additionally, any determination that our operations or activities, or the activities of our Representatives, including our licenses or permits, importing or exporting, or product testing or approvals are not, or were not, in compliance with existing laws or regulations could result in the imposition of substantial fines, civil and criminal penalties, interruptions of business, modification of business practices and compliance programs, equitable remedies, including disgorgement, injunctive relief and other sanctions that we may take against our personnel or that may be taken against us or our personnel. Further, other countries in which we do business may initiate their own investigations and impose similar sanctions. Even if an inquiry or investigation does not result in these types of determinations, it potentially could create negative publicity.

The market price of our common stock could be subject to fluctuations as a result of many factors.

Factors that could affect the trading price of our common stock include the following:

• variations in operating results;

• our ability to repay or refinance our indebtedness that matures in 2013 and 2014 and the terms of any such refinancing;

• developments in connection with the FCPA or other investigations and any litigation related thereto;

• a change in our credit ratings;

• economic conditions and volatility in the financial markets;

• announcements or significant developments in connection with our business and with respect to beauty and related products or the beauty industry in general;

• actual or anticipated variations in our quarterly or annual financial results;

• unsolicited takeover proposals or proxy contests;

17

• changes in our dividend practice;

• governmental policies and regulations;

• estimates of our future performance or that of our competitors or our industries;

• general economic, political, and market conditions;

• market rumors; and

• factors relating to competitors.

The trading price of our common stock has been, and could in the future continue to be, subject to significant fluctuations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal properties worldwide consist of manufacturing facilities for the production of Beauty products, distribution centers where offices are located and where finished merchandise is packed and shipped to Representatives in fulfillment of their orders, and one principal research and development facility.

Our domestic manufacturing facility is located in Morton Grove, IL. Our domestic distribution centers are located in Atlanta, GA; Zanesville, OH; and Pasadena, CA. Our principal research and development facility is located in Suffern, NY. We also lease office space in two locations in New York City for our executive and administrative offices, and own property in Rye, NY for Global IT and Global Finance. In October 2012, we consolidated our New York City offices into one location at 777 Third Avenue. Our previous executive office location at 1345 Avenue of the Americas was vacated and is now being marketed for a potential sublease.

In 2010, Avon acquired Silpada Designs, Inc., a direct seller of sterling silver jewelry with operations in the United States ("U.S.") including an office and warehouse in Lenexa, Kansas.

Other principal properties outside the U.S. measuring 50,000 square feet or more include the following:

•two distribution centers for primary use in North America operations outside the U.S. (Canada and Puerto Rico);

•four manufacturing facilities, eleven distribution centers and two administrative offices in Latin America;

• two manufacturing facilities in Europe, primarily servicing Europe, Middle East & Africa;

• twelve distribution centers and seven administrative offices in Europe, Middle East & Africa; and

• five manufacturing facilities, eight distribution centers and one administrative office in Asia Pacific.

We consider all of these properties to be in good repair, to adequately meet our needs and to operate at reasonable levels of productive capacity.

In January 2007, we announced plans to realign certain North America distribution operations. We have closed our distribution facilities in Newark, DE and Glenview, IL. Both properties are listed for sale and the Glenview site is under contract for a potential sale.

In July 2009, we announced plans to realign manufacturing operations in North America and Europe. This initiative includes the closing of manufacturing facility in Springdale, OH in 2012 which is now listed for sale with a potential leaseback of the returns and call center, and the sale and short-term leaseback of the manufacturing facility in Germany in 2011 which is now closed.

In January 2013, we announced plans to close the Atlanta distribution center in 2013 and the Pasadena distribution center in 2014. Both properties are being marketed for sale. North America distribution will be managed primarily thorough the Zanesville, OH facility.

Of all the properties listed above, 35 are owned and the remaining 32 are leased. Many of our properties are used for a combination of manufacturing, distribution and administration. These properties are included in the above listing based on primary usage.

ITEM 3. LEGAL PROCEEDINGS

Reference is made to Note 16, Contingencies, on pages F-47 through F-49 of our 2012 Annual Report.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

18

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Avon’s Common Stock

Our common stock is listed on The New York Stock Exchange and trades under the AVP ticker symbol. At December 31, 2012, there were approximately 15,387 holders of record of our common stock. We believe that there are many additional shareholders who are not "shareholders of record" but who beneficially own and vote shares through nominee holders such as brokers and benefit plan trustees. High and low market prices and dividends per share of our common stock, in dollars, for 2012 and 2011 are listed below. For information regarding future dividends on our common stock, see the "Liquidity and Capital Resources" section within MD&A on pages 42 through 47.

	2012						2011
Quarter	High		Low		Dividends Declared and Paid		High		Low		Dividends Declared and Paid
First	$	19.63	$	17.41	$	.23	$	30.14	$	26.16	$	.23
Second	23.52		15.10		.23		30.91		27.22		.23
Third	16.65		14.45		.23		28.90		19.60		.23
Fourth	17.39		13.80		.06		23.85		16.09		.23

Stock Performance Graph

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN⁽¹⁾

Among Avon Products, Inc., The S&P 500 Index and

2012 Industry Composite ⁽²⁾

The Stock Performance Graph above assumes a $100 investment on December 31, 2007, in Avon’s common stock, the S&P 500 Index and the Industry Composite. The dollar amounts indicated in the graph above and in the chart below are as of December 31 or the last trading day in the year indicated.

	2007	2008	2009	2010	2011	2012
Avon	100.0	62.3	84.2	80.0	50.0	42.9
S&P 500	100.0	63.0	79.7	91.7	93.6	108.6
Industry Composite(2)	100.0	85.8	92.5	100.3	111.7	121.5

(1) Total return assumes reinvestment of dividends at the closing price at the end of each quarter.

(2) The Industry Composite includes The Clorox Company, Colgate–Palmolive Company, Estée Lauder Companies, Inc., Kimberly Clark Corp., The Procter & Gamble Company and Revlon, Inc.

19

The Stock Performance Graph above shall not be deemed to be "soliciting material" or to be "filed" with the United States Securities and Exchange Commission or subject to the liabilities of Section 18 under the Securities Exchange Act of 1934 as amended (the "Exchange Act"). In addition, it shall not be deemed incorporated by reference by any statement that incorporates this annual report on Form 10-K by reference into any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except to the extent that we specifically incorporate this information by reference.

Issuer Purchases of Equity Securities

The following table provides information about our purchases of our common stock during the fourth quarter of 2012:

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs(1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(1)
10/1/12 – 10/31/12	2,065	(2)	$	17.63	—	$	1,819,184,000
11/1/12 – 11/30/12	9,065	(2)	16.03		—	1,819,184,000
12/1/12 – 12/31/12	2,449	(2)	15.98		—	—
Total	13,579		$	16.27	—

(1) There were no shares purchased during the fourth quarter as part of our $2.0 billion share repurchase program, publicly announced on October 11, 2007. The program commenced on December 17, 2007 and expired on December 17, 2012.

(2) 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.

ITEM 6. SELECTED FINANCIAL DATA

(Dollars in millions, except per share data)

We derived the following selected financial data from our audited Consolidated Financial Statements. The following data should be read in conjunction with our MD&A and our Consolidated Financial Statements and related Notes contained in our 2012 Annual Report.

	2012			2011		2010		2009		2008
Income Data
Total revenue	$	10,717.1		$	11,291.6	$	10,862.8	$	10,205.2	$	10,507.5
Operating profit(1)	314.8			854.6		1,073.1		1,005.6		1,324.5
(Loss) income from continuing operations, net of tax(1)	(38.2		)	526.4		595.2		619.2		882.5
Diluted (loss) earnings per share from continuing operations	$	(.10	)	$	1.20	$	1.36	$	1.43	$	2.03
Cash dividends per share	$	.75		$	.92	$	.88	$	.84	$	.80
Balance Sheet Data
Total assets	$	7,382.5		$	7,735.0	$	7,873.7	$	6,823.4	$	6,074.0
Debt maturing within one year	572.0			849.3		727.6		137.8		1,030.7
Long-term debt	2,623.9			2,459.1		2,408.6		2,307.2		1,456.0
Total debt	3,195.9			3,308.4		3,136.2		2,445.0		2,486.7
Total shareholders’ equity	1,233.3			1,585.2		1,672.6		1,312.6		712.3

(1) A number of items, shown below, impact the comparability of our operating profit and (loss) income from continuing operations, net of tax. See the "Results Of Continuing Operations - Consolidated" section within MD&A on pages 29 through 33, the "Segment Review - Latin America" section within MD&A on pages 34 through 37, Note 17, Goodwill and Intangibles on pages F-49 through F-51, Note 15, Restructuring Initiatives on pages F-43 through F-46, and Note 7, Income Taxes on pages F-21 through F-24, of our 2012 Annual Report for further information on these items.

20

	Operating Profit
	2012		2011		2010		2009		2008
Costs to implement restructuring initiatives related to our cost savings initiative, multi-year restructuring programs, and other restructuring initiatives	$	124.7	$	40.0	$	80.7	$	171.0	$	59.3
Inventory obsolescence benefit related to our product line simplification program	—		—		—		—		(13.0		)
Venezuelan special items(2)	—		—		79.5		—		—
Impairment charges(3)	253.0		263.0		—		—		—

In addition to the items impacting operating profit identified above, (loss) income from continuing operations, net of tax during 2012 was impacted by a benefit recorded to other expense, net of $23.8 before tax ($15.7 after tax) due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities. Also, during the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested, and therefore, we recorded an additional provision for income taxes of $168.3. See the "Results Of Continuing Operations - Consolidated" section within MD&A on pages 29 through 33 of our 2012 Annual Report, and Note 7, Income Taxes, on pages F-21 through F-24 of our 2012 Annual Report for further information.

(2) During 2010, our operating margin was negatively impacted by the devaluation of the Venezuelan currency coupled with a required change to account for operations in Venezuela on a highly inflationary basis. As a result of using the historic dollar cost basis of nonmonetary assets, such as inventory, acquired prior to the devaluation, during 2010 operating profit was negatively impacted by $79.5 for the difference between the historical cost at the previous official exchange rate of 2.15 and the new official exchange rate of 4.30. In addition to the negative impact to operating profit, during 2010 we also recorded net charges of $46.1 in other expense, net and $12.7 in income taxes, reflecting the write-down of monetary assets and liabilities and deferred tax benefits. See discussion of Venezuela within the "Segment Review - Latin America" section within MD&A on pages 34 through 37 of our 2012 Annual Report for further information.

(3) During 2012, our operating margin was negatively impacted by non-cash impairment charges associated with goodwill and intangible assets of our Silpada business, and goodwill of our China business. During 2011, our operating margin was negatively impacted by a non-cash impairment charge associated with goodwill and an intangible asset of our Silpada business. See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for further information.

21

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A")

(In millions, except per share and share data)

You should read the following discussion of the results of operations and financial condition of Avon Products, Inc. and its majority and wholly owned subsidiaries in conjunction with the information contained in the Consolidated Financial Statements and related Notes contained in our 2012 Annual Report. When used in this discussion, the terms "Avon," "Company," "we," "our" or "us" mean, unless the context otherwise indicates, Avon Products, Inc. and its majority and wholly owned subsidiaries.

Refer to the Non-GAAP Financial Measures section on pages 23 through 24 of this 2012 Annual Report for a description of how Constant dollar ("Constant $") growth rates (a Non-GAAP financial measure) are determined.

Overview

We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in the direct-selling channel. We presently have sales operations in 65 countries and territories, including the United States ("U.S."), and distribute products in 43 more. Our reportable segments are based on geographic operations and include commercial business units in Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. Our product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of jewelry, watches, apparel, footwear, accessories and children’s products. Home consists of gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products. Sales are made to the ultimate consumer principally through direct selling by more than 6 million active independent Representatives, who are independent contractors and not our employees. The success of our business is highly dependent on recruiting, retaining and servicing our Representatives. During 2012, approximately 85% of our consolidated revenue was derived from operations outside the U.S.

Total revenue in 2012 declined 5% due to unfavorable foreign exchange. Constant $ revenue was relatively unchanged, as a 1% increase in average order was offset by a 1% decline in Active Representatives. Sales of products in the Beauty category decreased 5% primarily due to unfavorable foreign exchange, and increased 1% on a Constant $ basis. Sales of products in the Fashion category decreased 5%, or 2% on a Constant $ basis. Sales of products in the Home category decreased 4% primarily due to unfavorable foreign exchange, and increased 2% on a Constant $ basis.

Our Constant $ revenue was impacted by improvements in Latin America, particularly in Brazil, Mexico, and Venezuela; however, these improvements were offset by net declines in other regions. In Europe, Middle East & Africa we saw a revenue decline in the United Kingdom that partially reflects a continued weak macroeconomic environment, competition, and executional challenges. In addition, North America experienced challenging financial results, partially as a result of the ongoing impact of field transformation and redistricting in the U.S. Asia Pacific's revenue decline was primarily due to continuing weak performance of our China operations.

See the "Segment Review" section of this MD&A for additional information related to changes in revenue by segment.

We recently outlined initial steps toward achieving a cost-savings target of $400 before taxes by the end of 2015. In connection with this cost-savings target, on December 11, 2012, we announced initial steps of a cost savings initiative (the "$400M Cost Savings Initiative"), in an effort to stabilize the business and return Avon to sustainable growth. The $400M Cost Savings Initiative includes a global headcount reduction and related actions, as well as our exit from the South Korea and Vietnam markets. As part of the $400M Cost Savings Initiative, we identified certain actions in the fourth quarter of 2012, the majority of which are expected to take effect in 2013, that we believe will accelerate top line growth and reduce costs. As a result of these actions, we recorded total costs to implement these various restructuring initiatives of $50.7 before taxes associated with approved initiatives. For the initiatives approved to date, we expect our total costs to implement to be in the range of $70 to $80 before taxes. At this time we are unable to quantify the total costs when the initiative is fully implemented. In connection with the initial steps of the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $70 before taxes.

In an effort to improve operating performance, we identified certain actions in 2012, not associated with the $400M Cost Savings Initiative and 2005 and 2009 Restructuring Programs, that we believe will enhance our operating model, reduce costs, and improve efficiencies. As a result of the analysis and the actions taken, we recorded total costs to implement of $73.9 before taxes in 2012. In connection with these actions, effective in the second quarter of 2012, Central & Eastern Europe and Western Europe, Middle East & Africa are being managed as a single operating segment. Accordingly, Europe, Middle East & Africa amounts include the results of Central & Eastern Europe and Western Europe, Middle East & Africa for all periods

22

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 Representatives	This metric is based on the number of orders in a 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.

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

23

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,

24

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.

25

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 Pension Expense		Increase/(Decrease) in 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)

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

26

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 Statements based on their fair value using an option-pricing model at the date of grant. We use a Black-Scholes-Merton option-pricing model to calculate the fair value of options. This model requires various judgmental assumptions including volatility, forfeiture rates and expected option life. If any of the assumptions used in the model change significantly, share-based compensation may differ materially in the future from historical results.

Loss Contingencies

We determine whether to disclose and/or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable. Our assessment is developed in consultation with our outside counsel and other advisors and is based on an analysis of possible outcomes under various strategies. Loss contingency assumptions involve judgments that are inherently subjective and can involve matters that are in litigation, which, by its nature is unpredictable. We believe that our assessment of the probability of loss contingencies 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.

Goodwill and Intangible Assets

We test goodwill and intangible assets with indefinite lives for impairment annually, and more frequently if circumstances warrant, using various fair value methods. We review finite-lived intangible assets, which are subject to amortization, for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

We completed our annual goodwill impairment assessment for 2012 during the year-end close process and determined that the estimated fair values were considered substantially in excess of the carrying values of each of our reporting units, with the exception of our Silpada and China reporting units.

Our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value and the finite-lived intangible assets were not recoverable. This was primarily the result of the weaker than expected performance in the fourth quarter of 2012, largely due to lower Representative counts and activity rates, and as a result we lowered our revenue and earnings projections for Silpada. Accordingly, a non-cash impairment charge of $209 was recorded to reduce the carrying amounts of goodwill, an indefinite-lived intangible asset, and a finite-lived intangible asset. At December 31, 2012, as a result of the impairment charge recorded, the carrying values of Silpada’s goodwill, indefinite-lived intangible asset, and finite-lived intangible asset were $45, $40, and $40 respectively. The decline in the fair values of the Silpada assets was driven by the reduction in the forecasted growth rates and cash flows used to estimate their respective fair values.

Our annual analysis, completed during the year-end close process, of the China business indicated that the estimated fair value exceeded its carrying value by approximately 19%. The goodwill associated with China was $38 at December 31, 2012. During the third quarter of 2012, based on the continued decline in revenue performance in China, and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The results of our interim impairment test indicated the estimated fair value of our China reporting unit was less than its respective carrying amount. Accordingly, a non-cash impairment charge of $44 was recorded to reduce the carrying amount of goodwill to its estimated fair value. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time.

During the 2011 year-end close process, our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value. Accordingly, a non-cash impairment charge of $263 was recorded in the fourth quarter of 2011 to reduce the carrying amounts of goodwill and an indefinite-lived intangible asset. Following weaker than expected performance in the fourth quarter of 2011, we lowered our revenue and earnings projections for Silpada largely due to the rise in silver prices, which nearly doubled since the acquisition, and the negative impact of pricing on revenues and margins. The decline in the fair values of the Silpada reporting unit and the underlying trademark was driven by the reduction in the forecasted growth rates and cash flows used to estimate their respective fair value.

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a discounted cash flow ("DCF") approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a

27

business, and is most consistent with the approach a market place participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, and the structure that would yield the highest economic value, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for further information on Silpada and China.

28

Results Of Continuing Operations - Consolidated

										%/Point Change
	2012			2011			2010			2012 vs. 2011		2011 vs. 2010
Total revenue	$	10,717.1		$	11,291.6		$	10,862.8		(5	)%	4	%
Cost of sales	4,169.3			4,148.6			4,041.3			—	%	3	%
Selling, general and administrative expenses	5,980.0			6,025.4			5,748.4			(1	)%	5	%
Impairment of goodwill and intangible asset	253.0			263.0			—			(4	)%	*
Operating profit	314.8			854.6			1,073.1			(63	)%	(20	)%
Interest expense	104.3			92.9			87.1			12	%	7	%
Interest income	(15.1		)	(16.5		)	(14.0		)	(8	)%	18	%
Other expense, net	7.0			35.6			54.6			(80	)%	(35	)%
Net (loss) income attributable to Avon	(42.5		)	513.6			606.3			(108	)%	(15	)%
Diluted (loss) earnings per share attributable to Avon	$	(.10	)	$	1.18		$	1.39		(108	)%	(15	)%
Advertising expenses(1)	$	253.6		$	311.2		$	400.4		(19	)%	(22	)%
Gross margin	61.1		%	63.3		%	62.8		%	(2.2	)	.5
CTI restructuring	—			.1			.1			(.1	)	—
Venezuelan special items	—			—			.6			—		(.6	)
Adjusted Non-GAAP gross margin	61.1		%	63.4		%	63.5		%	(2.3	)	(.1	)
Selling, general and administrative expenses as a % of total revenue	55.8		%	53.4		%	52.9		%	2.4		.5
CTI restructuring	(1.1		)	(.3		)	(.7		)	(.8	)	.4
Venezuelan special items	—			—			(.1		)	—		.1
Adjusted Non-GAAP selling, general and administrative expenses as a % of total revenue	54.7		%	53.1		%	52.2		%	1.6		.9
Operating profit	$	314.8		$	854.6		$	1,073.1		(63	)%	(20	)%
CTI restructuring	124.7			40.0			80.7
Impairment charges	253.0			263.0			—
Venezuelan special items	—			—			79.5
Adjusted Non-GAAP operating profit	$	692.5		$	1,157.6		$	1,233.3		(40	)%	(6	)%
Operating margin	2.9		%	7.6		%	9.9		%	(4.7	)	(2.3	)
CTI restructuring	1.2			.4			.7			.8		(.3	)
Impairment charges	2.4			2.3			—			.1		2.3
Venezuelan special items	—			—			.7			—		(.7	)
Adjusted Non-GAAP operating margin	6.5		%	10.3		%	11.4		%	(3.8	)	(1.1	)
Effective tax rate	117.5		%	29.1		%	37.0		%	88.4		(7.9	)
CTI restructuring	(.3		)	.1			.3			(.4	)	(.2	)
Impairment charges	(5.5		)	2.0			—			(7.5	)	2.0
Venezuelan special items	.1			—			(5.6		)	(.1	)	5.6
Special tax items	(77.0		)	—			—			(77.0	)	—
Adjusted Non-GAAP effective tax rate	34.8		%	31.3		%	31.8		%	3.5		(.5	)
Active Representatives										(1	)%	(1	)%
Units sold										—	%	(2	)%

Amounts in the table above may not necessarily sum due to rounding.

* Calculation not meaningful

(1) Advertising expenses are included within selling, general and administrative expenses.

29

2012 Compared to 2011

Revenue

Total revenue in 2012 compared to 2011 decreased 5% due to unfavorable foreign exchange. Constant $ revenue was relatively unchanged, as a 1% increase in average order was offset by a 1% decline in Active Representatives. Growth in units sold and the net impact of price and mix were flat.

On a category basis, revenue growth rates were as follows:

	%/Point Change
	US$	Constant $
Beauty	(5)%	1%
Beauty Category:
Fragrance	(4)	2
Color	(6)	1
Skincare	(7)	(1)
Personal Care	(6)	—
Fashion	(5)	(2)
Home	(4)	2

As noted previously in our Overview section, our Constant $ revenue was impacted by improvements in Latin America, particularly in Brazil, Mexico, and Venezuela; however, these improvements were offset by net declines in other regions. In Europe, Middle East & Africa we saw a revenue decline in the United Kingdom that partially reflects a continued weak macroeconomic environment, competition, and executional challenges. In addition, North America experienced challenging financial results, partially as a result of the ongoing impact of field transformation and redistricting in the U.S. Asia Pacific's revenue decline was primarily due to continuing weak performance of our China operations.

For additional discussion of the changes in revenue by segment, see the "Segment Review" section of this MD&A.

Gross Margin

Gross margin decreased by 220 basis points compared to 2011, while adjusted Non-GAAP gross margin decreased 230 basis points, primarily due to the following:

• a decline of 100 basis points due to higher supply chain costs, primarily caused by increased product costs which were partially due to inflationary pressures;

• a decline of 80 basis points due to the unfavorable net impact of product mix and pricing, partly due to an increase in smart value offerings as well as other initiatives to flow excess inventory; and

• a decline of 50 basis points due to the negative impact of foreign exchange.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for 2012 decreased $45.4 compared to 2011. This decrease is primarily due to lower distribution costs and lower advertising, partially offset by the negative impact of foreign exchange and higher costs to implement ("CTI") restructuring initiatives.

Selling, general and administrative expenses as a percentage of revenue increased 240 basis points compared to 2011, while adjusted Non-GAAP selling, general, and administrative expenses as a percentage of revenue increased 160 basis points, primarily due to the following:

• an increase of 80 basis points due to higher overhead expenses, primarily associated with wage inflation in 2012, as well as higher expenses associated with employee incentive compensation plans;

• an increase of 50 basis points due to increased investments in RVP, primarily driven by investments in the One Simple Sales Model in the U.S., partially offset by lower investments in China;

• an increase of 50 basis points due to the negative impact of foreign exchange; and

• a decrease of 30 basis points due to lower advertising costs.

30

In the first quarter of 2012, we revised the definition of RVP to represent the expenses of activities directly associated with Representatives and independent leaders including the cost of incentives and sales aids (net of any fees charged). RVP no longer includes strategic investments such as the Service Model Transformation and Web enablement, and it no longer adjusts for the impact of volume.

Impairment of Goodwill and Intangible Asset

During 2012 we recorded non-cash impairment charges of $209.0 in the fourth quarter for goodwill and intangible assets associated with our Silpada business, as well as $44.0 in the third quarter for goodwill associated with our China business. Refer to Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for more details.

See the "Segment Review" section of this MD&A for additional information related to changes in operating margin by segment.

Other Expense

Interest expense increased in 2012 as compared to 2011 by 12%, primarily due to higher outstanding debt balances and higher average interest rates.

Interest income decreased in 2012 as compared to 2011 by 8%, primarily due to lower average interest rates partially offset by higher average cash balances.

Other expense, net decreased in 2012 as compared to 2011 by 80%, primarily due to a benefit of $23.8 in 2012 due to the release of a provision in the fourth quarter of 2012 associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities. Refer to the "Segment Review - Latin America" section of this MD&A for a further discussion of our Venezuela operations.

Effective Tax Rate

The effective tax rate for 2012 was 117.5%, compared to 29.1% for 2011.

During the fourth quarter of 2012, as a result of the uncertainty of our financing arrangements and our domestic liquidity profile, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested, and therefore, we recorded an additional provision for income taxes of $168.3, which impacted the tax rate by 77.0%. The tax rate was also unfavorably impacted by 7.1 points from the goodwill impairment charge related to our operations in China for which no tax benefit was recorded. This charge will not result in a tax deduction as there is no tax basis in this goodwill. These unfavorable impacts to the tax rate were partially offset by 1.6 points from the tax benefit on the non-cash impairment charge associated with our Silpada business.

The effective tax rate for 2011 included tax benefits from audit settlements and statute expirations, which favorably impacted the tax rate by 3.1 points. In addition, the 2011 tax rate was favorably impacted by 2.0 points from the tax benefit on the non-cash impairment charge associated with our Silpada business.

2011 Compared to 2010

Revenue

Total revenue in 2011 compared to 2010 increased 4%, with favorable foreign exchange contributing 3 points to the revenue increase. Constant $ revenues increased 1%, due to a 2% increase in average order, partly offset by a 1% decline in Active Representatives. Units sold decreased 2% and the net impact of price and mix increased 3%.

31

On a category basis, revenue growth rates were as follows:

	%/Point Change
	US$	Constant $
Beauty	5%	2%
Beauty Category:
Fragrance	7	5
Color	5	2
Skincare	3	—
Personal Care	4	1
Fashion	(1)	(3)
Home	1	(2)

We acquired Silpada at the end of July 2010. Inclusion of Silpada’s results for twelve months during 2011 as compared to five months in 2010 benefited the Fashion Constant $ growth rate by 5 points, as the similar period’s results were not included in our 2010 financial results ("unmatched period").

Our revenue performance, primarily in the latter part of 2011, was negatively impacted by weaker macroeconomic conditions. In Brazil, our largest market, lower than normal service levels were further impacted by the implementation of an ERP system during the second half of the year, which weakened results. Additionally, slowing Beauty category market growth pressured Brazil’s results in the second half of 2011. During the latter part of 2011, we believe Russia’s performance was also impacted by weak trends in the Beauty category market in that country.

For additional discussion of the changes in revenue by segment, see the "Segment Review" section of this MD&A.

Gross Margin

Gross margin and adjusted Non-GAAP gross margin increased by 50 basis points and decreased by 10 basis points compared to 2010, respectively, primarily due to the following:

• a decline of 160 basis points due to higher supply chain costs, primarily due to the negative impact of rising product costs;

• a benefit of 80 basis points due to the favorable net impact of product mix and pricing; and

• a benefit of 70 basis points due to the favorable impact of foreign exchange.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for 2011 increased $277.0 compared to 2010. This increase was primarily due to our continued investing in RVP, as well as higher distribution costs and bad debt expense. Selling, general and administrative expenses during 2011, benefited from lower expenses associated with employee incentive compensation plans.

Selling, general and administrative expenses as a percentage of revenue increased 50 basis points compared to 2010, while adjusted Non-GAAP selling, general, and administrative expenses as a percentage of revenue increased 90 basis points, primarily due to the following:

• an increase of 110 basis points from increased investments in RVP;

• an increase of 80 basis points due to higher distribution costs, as dual distribution costs attributable to the transition to the new facilities in Brazil and Colombia negatively impacted selling, general and administrative expenses during 2011 as compared to 2010;

• an increase of 30 basis points due to higher bad debt expense; and

• a decrease of 100 basis points due to lower advertising.

Impairment of Goodwill and Intangible Asset

During 2011 we recorded a non-cash impairment charge of $263.0 for goodwill and an indefinite-lived intangible asset associated with our Silpada business. Refer to Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for more details.

32

See the "Segment Review" section of this MD&A for additional information related to changes in operating margin by segment.

Other Expense

Interest expense increased in 2011 as compared to 2010 by 7%, primarily due to higher outstanding debt balances. At December 31, 2011 and 2010, we held interest-rate swap agreements that effectively converted approximately 74% of our outstanding long-term, fixed-rate borrowings to a variable interest rate based on LIBOR.

Interest income increased in 2011 as compared to 2010 by 18%, primarily due to higher average cash balances and higher average interest rates.

Other expense, net decreased in 2011 as compared to 2010 by 35%, primarily due to a $46.1 negative impact in 2010 from the devaluation of the Venezuelan currency on monetary assets and liabilities in conjunction with highly inflationary accounting which occurred in 2010, partially offset by higher foreign exchange losses in 2011. Refer to the "Segment Review - Latin America" section of this MD&A for a further discussion of our Venezuela operations.

Effective Tax Rate

The effective tax rate for 2011 was 29.1%, compared to 37.0% for 2010.

The effective tax rate for 2011 included tax benefits from audit settlements and statute expirations, which favorably impacted the tax rate by 3.1 points. In addition, the 2011 tax rate was favorably impacted by 2.0 points from the tax benefit on the non-cash impairment charge associated with our Silpada business.

The effective tax rate for 2010 was unfavorably impacted by 5.6 points due to the devaluation of the Venezuelan currency in conjunction with highly inflationary accounting discussed further within the Latin America segment review, partially offset by 2.1 points associated with benefits from audit settlements and statute expirations.

Segment Review

Effective in the second quarter of 2012, the results of Central & Eastern Europe and Western Europe, Middle East & Africa were managed as a single operating segment. Accordingly, Europe, Middle East & Africa amounts include the results of Central & Eastern Europe and Western Europe, Middle East & Africa for all periods presented. 

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 Dominican Republic is included in Latin America and excluded from North America for all periods presented.

Below is an analysis of the key factors affecting revenue and operating profit by reportable segment for each of the years in the three-year period ended December 31, 2012.

Years ended December 31	2012					2011					2010
	Total Revenue		Operating Profit (Loss)			Total Revenue		Operating Profit (Loss)			Total Revenue		Operating Profit
Latin America	$	4,993.7	$	443.9		$	5,161.8	$	634.0		$	4,640.0	$	613.3
Europe, Middle East & Africa	2,914.2		312.8			3,122.8		478.9			3,047.9		474.3
North America	1,906.8		(214.9		)	2,064.6		(188.0		)	2,193.5		147.3
Asia Pacific	902.4		5.1			942.4		81.4			981.4		82.6
Total from operations	10,717.1		546.9			11,291.6		1,006.3			10,862.8		1,317.5
Global and other expenses	—		(232.1		)	—		(151.7		)	—		(244.4		)
Total	$	10,717.1	$	314.8		$	11,291.6	$	854.6		$	10,862.8	$	1,073.1

Global and Other Expenses

Global and other expenses include, among other things, costs related to our executive and administrative offices, information technology, research and development, marketing, and professional and related fees associated with the FCPA investigations and compliance reviews. We allocate certain planned global expenses to our business segments primarily based on planned revenue. The unallocated costs remain as Global and other expenses. We do not allocate to our segments costs of implementing restructuring initiatives related to our global functions or professional and related fees associated with the FCPA investigations and compliance reviews. Costs of implementing restructuring initiatives related to a specific segment are recorded within that segment.

33

	2012			2011			% Change		2011			2010			% Change
Total global expenses	$	706.3		$	651.1		8	%	$	651.1		$	713.6		(9	)%
Allocated to segments	(474.2		)	(499.4		)	(5	)%	(499.4		)	(469.2		)	6	%
Net global expenses	$	232.1		$	151.7		53	%	$	151.7		$	244.4		(38	)%
CTI restructuring	44.6			7.2					7.2			13.6
Adjusted Non-GAAP net global expenses	$	187.5		$	144.5		30	%	$	144.5		$	230.8		(37	)%

Amounts in the table above may not necessarily sum due to rounding.

2012 Compared to 2011

Total global expenses increased primarily due to higher costs to implement restructuring initiatives, higher expenses associated with employee incentive compensation plans, and higher expenses associated with global initiatives, and were partially offset by lower marketing costs. Amounts allocated to segments decreased primarily due to the decrease in budgeted marketing and global sales costs, which are costs that are allocated to segments. Professional and related fees associated with the FCPA investigations and compliance reviews described in Note 16, Contingencies on pages F-47 through F-49 of our 2012 Annual Report, amounted to approximately $92.4, as compared to approximately $93.3 in 2011. While these fees are difficult to predict, we expect ongoing fees may vary during the course of these investigations and reviews. These fees were not allocated to the segments. Please see Risk Factors on page 12 of our 2012 Annual Report, and Note 16, Contingencies on pages F-47 through F-49 of our 2012 Annual Report for more information regarding the FCPA investigations, compliance reviews, and other related matters, including our expectations with respect to future professional and related fees related to the FCPA investigations and compliance reviews.

2011 Compared to 2010

Total global expenses declined primarily due to lower expenses associated with management incentive programs, lower professional fees associated with acquisitions and divestitures, and lower costs to implement restructuring initiatives. Amounts allocated to segments increased in 2011 primarily due to an increase in costs associated with initiatives more specifically benefiting the segments as compared to global initiatives. Professional and related fees associated with the FCPA investigations and compliance reviews described in Note 16, Contingencies on pages F-47 through F-49 of our 2012 Annual Report, amounted to approximately $93.3 in 2011, as compared to approximately $95.3 in 2010. These fees were not allocated to the segments. Please see Risk Factors on page 12 of our 2012 Annual Report, and Note 16, Contingencies on pages F-47 through F-49 of our 2012 Annual Report, for more information regarding the FCPA investigations, compliance reviews, and other related matters, including our expectations with respect to future professional and related fees related to the FCPA investigations and compliance reviews.

Latin America – 2012 Compared to 2011

							%/Point Change
	2012			2011			US$		Constant $
Total revenue	$	4,993.7		$	5,161.8		(3	)%	5	%
Operating profit	443.9			634.0			(30	)%	(20	)%
CTI restructuring	19.6			3.1
Adjusted Non-GAAP operating profit	$	463.5		$	637.1		(27	)%	(17	)%
Operating margin	8.9		%	12.3		%	(3.4	)	(3.0	)
CTI restructuring	.4			.1
Adjusted Non-GAAP operating margin	9.3		%	12.3		%	(3.0	)	(2.6	)
Active Representatives									3	%
Units sold									2	%

Amounts in the table above may not necessarily sum due to rounding.

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, Latin America amounts include the results of the Dominican Republic for all periods presented.

34

Total revenue declined 3% due to unfavorable foreign exchange. On a Constant $ basis, revenue grew 5% due to an increase in Active Representatives, as well as higher average order. Average order benefited from pricing, including inflationary impacts. Revenue in Brazil declined 12%, negatively impacted by foreign exchange, while revenue in Mexico grew 1%. Constant $ revenue benefited from growth of 3% in Brazil and 8% in Mexico. In Venezuela, revenue and Constant $ revenue grew 13%.

Constant $ revenue growth in Brazil was driven by an increase in Active Representatives. Revenue growth in Brazil was negatively impacted by decreased demand, which was partially due to increased competition, as well as uncompetitive pricing in Fashion and Home during the first half of 2012. Brazil’s sales of Beauty products declined 11% and sales of non-Beauty products declined 15%, both negatively impacted by foreign exchange. On a Constant $ basis, Brazil’s sales of Beauty products increased 4% and sales of non-Beauty were flat.

Constant $ revenue growth in Mexico was driven by an increase in Active Representatives, as well as higher average order. Revenue growth in Venezuela was primarily due to higher average order, benefiting from the inflationary impact on pricing; however, Venezuela revenue growth was restrained during the latter half of 2012 by slowing economic activity and the impact of lower inflation on pricing. Revenue and operating profit in Venezuela will be negatively impacted in future periods by the change in the official exchange rate discussed below. Additional information on our Venezuela operations is discussed in more detail below.

Operating margin was negatively impacted by .3 points as compared to the prior-year period from higher CTI restructuring. Adjusted Non-GAAP operating margin declined 3.0 points, or 2.6 points on a Constant $ basis, primarily as a result of:

• a decline of 2.5 points due to lower gross margin caused primarily by .9 points from higher supply chain costs not offset by pricing. Gross margin was also negatively impacted by .9 points from foreign exchange and .7 points from the unfavorable net impact of pricing and mix;

• a decline of .8 points from increased overhead, primarily due to wage inflation outpacing revenue growth;

• a benefit of .4 points from lower bad debt expense; and

• a benefit of .3 points from lower advertising costs.

Effective January 1, 2010, we began to account for Venezuela as a highly inflationary economy. Effective January 11, 2010, the Venezuelan government devalued its currency and moved to a two-tier exchange structure. The official exchange rate moved from 2.15 to 2.60 for essential goods and to 4.30 for nonessential goods and services. Effective December 30, 2010, the Venezuelan government eliminated the 2.60 rate which had been available for the import of essential goods. Substantially all of the imports of our subsidiary in Venezuela ("Avon Venezuela") were classified as nonessential.

As a result of the change in the official rate to 4.30 in conjunction with accounting for our operations in Venezuela under highly inflationary accounting guidelines, during the first quarter of 2010, we recorded net charges of $46.1 in "Other expense, net" and $12.7 in "Income taxes", for a total after-tax charge of $58.8, reflecting the write-down of monetary assets and liabilities and deferred tax benefits. Additionally, certain nonmonetary assets must continue to be carried at U.S. historic dollar cost subsequent to the devaluation. Therefore, the historic U.S. dollar costs impacted the income statement during 2010 at a disproportionate rate as they had not been devalued based on the new exchange rates. As a result of using the U.S. historic dollar cost basis of nonmonetary assets, such as inventory, acquired prior to the devaluation, operating profit during 2010 was negatively impacted by $79.5, for the difference between the historical cost at the previous official exchange rate of 2.15 and the current official exchange rate of 4.30. As there were no further devaluations during 2012 and 2011, there was an immaterial impact on operating profit in 2012 and 2011 from the 2010 Venezuelan currency devaluations.

Currency restrictions enacted by the Venezuelan government in 2003 have impacted the ability of Avon Venezuela to obtain foreign currency at the official rate to pay for imported products. Since 2003, Avon Venezuela had been obtaining its foreign currency needs beyond the amounts that could be obtained at official rates through non-government sources where the exchange rates were less favorable than the official rate ("parallel market"). In late May 2010, the Venezuelan government took control over the previously freely-traded parallel market. Trading in the parallel market was suspended for several weeks in May and June and reopened as a regulated ("SITME") market in early June 2010. The government has imposed volume restrictions on trading activity, limiting an entity’s activity to a maximum of $0.35 per month. The current limit is below the monthly foreign exchange requirements of our Venezuelan operations and, unless these restrictions are modified, may have a negative impact on Avon Venezuela’s future operations. There is no assurance that the Company will be able to recover the higher cost of obtaining foreign currency in the SITME market as compared to the official rate through operating activities, such as increased pricing or cost reductions in other areas. Refer to the "Results Of Continuing Operations - Consolidated" section of this MD&A for discussion of the release of a provision of approximately $24 in the fourth quarter of 2012 for the difference between the regulated SITME rate and the official exchange rate, associated with the capitalization of intercompany liabilities.

35

We account for Venezuela as a highly inflationary economy. At December 31, 2012 we had a net asset position of $371 associated with our operations in Venezuela, which included cash balances of approximately $173 of which approximately $171 was denominated in Bolívares remeasured at the December 31, 2012 official exchange rate and approximately $2 was denominated in U.S. dollars. Of the $371 net asset position, approximately $172 was associated with Bolívar-denominated monetary net assets and deferred income taxes. Additionally, during 2012 Avon Venezuela represented approximately 5% of Avon’s consolidated revenue, 14% of Avon’s consolidated operating profit, and 7% of Avon’s consolidated adjusted Non-GAAP operating profit. During 2012 and 2011, costs associated with acquiring goods that required settlement in U.S. dollars included within Venezuela's operating profit were approximately $18 and $17, respectively.

At December 31, 2012, Avon Venezuela had pending requests submitted with an agency of the Venezuelan government for approximately $80 for remittance of dividends and royalties to its parent company in the U.S. These outstanding requests had been periodically submitted between 2005 and 2012.

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market was eliminated. As a result of the change in the official rate to 6.30, based on a preliminary analysis, Avon anticipates it will record a one-time, after-tax loss of approximately $50 (approximately $34 in "Other expense, net" and approximately $16 in "Income taxes") in the first quarter of 2013, primarily reflecting the write-down of monetary assets and liabilities and deferred tax benefits. Additionally, certain nonmonetary assets are carried at the U.S. historic dollar cost subsequent to the devaluation. Therefore, these costs will impact the income statement during 2013 at a disproportionate rate as they will not be devalued based on the new exchange rates, but will be expensed at the historic dollar value. As a result of using the U.S. historic dollar cost basis of nonmonetary assets, such as inventory, acquired prior to the devaluation, 2013 operating profit and net income will be negatively impacted by approximately $50, primarily during the first half of the year, for the difference between the historical cost at the previous official exchange rate of 4.30 and the new official exchange rate of 6.30. In addition, revenue and operating profit for Avon's Venezuela operations will be negatively impacted when translated into dollars at the new official exchange rate. This could be partially offset by the favorable impact of any operating performance improvements. Results for periods prior to 2013 will not be impacted by the change in the official rate in February of 2013.

Latin America – 2011 Compared to 2010

							%/Point Change
	2011			2010			US$		Constant $
Total revenue	$	5,161.8		$	4,640.0		11	%	8	%
Operating profit	634.0			613.3			3	%	(13	)%
CTI restructuring	3.1			19.8
Venezuelan special items	—			79.5
Adjusted Non-GAAP operating profit	$	637.1		$	712.6		(11	)%	(23	)%
Operating margin	12.3		%	13.2		%	(.9	)	(2.8	)
CTI restructuring	.1			.4
Venezuelan special items	—			1.7
Adjusted Non-GAAP operating margin	12.3		%	15.4		%	(3.1	)	(4.9	)
Active Representatives									2	%
Units sold									1	%

Amounts in the table above may not necessarily sum due to rounding.

Total revenue during 2011 increased 11% due to higher average order and growth in Active Representatives, as well as due to favorable foreign exchange. Average order benefited from the favorable impacts of pricing while Active Representatives growth benefited from continued investments in RVP. During 2011, revenue grew 6% in Brazil and 17% in Mexico, with benefits from favorable foreign exchange. Constant $ revenue during 2011 increased 8%, benefiting from continued growth in most markets, particularly from growth of 14% in Mexico. Constant $ revenue in Brazil was relatively flat. In Venezuela, revenue and Constant $ revenue during 2011 grew 28%.

Brazil’s performance during 2011 continued to be pressured by lower than normal service levels. In addition, lower than normal service levels were further impacted by the implementation of an ERP system during the second half of the year, which in turn has negatively impacted average order, Active Representatives, and revenue growth. Additionally, slowing Beauty category market growth pressured Brazil’s results in the second half of 2011. While the implementation of the ERP system and

36

transformation of the related processes may negatively impact service levels in the short-term, we expect the ERP system to help improve our service reliability over the long-term.

Constant $ revenue growth in Mexico during 2011, was driven by an increase in Active Representatives and a higher average order. Revenue growth during 2011 in Venezuela was the result of a higher average order primarily due to increased prices, primarily as a result of inflation.

Operating margin during 2010, in Latin America was negatively impacted by 1.7 points by the devaluation of the Venezuelan currency in conjunction with higher inflationary accounting as discussed further above. Operating margin benefited .3 points as compared to the prior-year period from lower CTI restructuring. Adjusted Non-GAAP operating margin declined 3.1 points, or 4.9 points on a Constant $ basis, primarily as a result of:

• a decline of 3.4 points due to a sharp decline in Brazil’s operating margin. Brazil’s 2011 operating margin was partially unfavorably impacted by inventory related charges primarily due to supply chain challenges, which negatively impacted Latin America’s operating margin by .3 points. Higher distribution costs of .9 points primarily due to the transition to the new facility in Brazil also contributed to the decline in operating margin. Additionally, Brazil’s decline in operating margin was further caused by business disruptions and resulting investments in that market, as well as inflationary pressure on costs;

• a decline of .7 points from higher bad debt expense in countries other than Brazil; and

• a decline of .4 points from higher distribution costs in countries other than Brazil, primarily due to the transition to the new facility in Colombia.

Europe, Middle East & Africa – 2012 Compared to 2011

							%/Point Change
	2012			2011			US$		Constant $
Total revenue	$	2,914.2		$	3,122.8		(7	)%	(1	)%
Operating profit	312.8			478.9			(35	)%	(27	)%
CTI restructuring	11.8			5.3
Adjusted Non-GAAP operating profit	$	324.6		$	484.2		(33	)%	(26	)%
Operating margin	10.7		%	15.3		%	(4.6	)	(4.1	)
CTI restructuring	.4			.2
Adjusted Non-GAAP operating margin	11.1		%	15.5		%	(4.4	)	(3.9	)
Active Representatives									—	%
Units sold									—	%

Amounts in the table above may not necessarily sum due to rounding.

Effective in the second quarter of 2012, the results of Central & Eastern Europe and Western Europe, Middle East & Africa were managed as a single operating segment. Accordingly, Europe, Middle East & Africa amounts include the results of Central & Eastern Europe and Western Europe, Middle East & Africa for all periods presented.

Total revenue declined 7% primarily due to unfavorable foreign exchange. On a Constant $ basis, revenue declined 1%, impacted by approximately 1 point due to a nonrecurring item in the prior-year period. During 2011, the United Kingdom’s revenue benefited from the settlement of a long time dispute associated with an estimated Value Added Tax ("VAT") liability. The region’s Constant $ revenue was impacted by declines in the United Kingdom and Turkey, partially reflecting a continued weak macroeconomic environment, competition, and executional challenges. Growth in South Africa partially offset these declines.

In Russia, revenue declined 5%, impacted by unfavorable foreign exchange. Russia's revenue was flat on a Constant $ basis, as higher average order was offset by a decrease in Active Representatives. In the United Kingdom, revenue and Constant $ revenue declined 10%. Revenue in the United Kingdom was negatively impacted by a decrease in Active Representatives, as well as by approximately 4 points due to the benefit of the VAT settlement in the prior-year period that did not recur in 2012. In Turkey, revenue declined 10%, or 3% on a Constant $ basis, due to lower average order. In South Africa, revenue declined 2%, impacted by unfavorable foreign exchange. On a Constant $ basis, South Africa’s revenue grew 11% primarily due to higher average order and growth in Active Representatives.

37

Operating margin was negatively impacted by .2 points as compared to the prior-year period from higher CTI restructuring. Adjusted Non-GAAP operating margin declined 4.4 points, or 3.9 points on a Constant $ basis, primarily as a result of:

• a nonrecurring benefit of .4 points associated with the VAT settlement in the United Kingdom that occurred in 2011;

• a decline of 2.0 points due to lower gross margin caused primarily by 1.4 points from higher supply chain costs due to foreign exchange, primarily due to the weakening of the Turkish Lira against the Euro, as well as increased product costs in Fashion and Home. The unfavorable net pricing and mix negatively impacted gross margin by .9 points, driven by smart value offerings; and

• a decline of .9 points from higher bad debt expense primarily due to a higher provision to increase reserves for bad debt in South Africa as a result of growth in new territories, of which .4 points was an out-of-period adjustment, and was also negatively impacted by a change in estimate of the collection of our receivables.

Europe, Middle East & Africa – 2011 Compared to 2010

							%/Point Change
	2011			2010			US$		Constant $
Total revenue	$	3,122.8		$	3,047.9		2	%	—	%
Operating profit	478.9			474.3			1	%	(2	)%
CTI restructuring	5.3			6.3
Adjusted Non-GAAP operating profit	$	484.2		$	480.6		1	%	(3	)%
Operating margin	15.3		%	15.6		%	(.3	)	(.4	)
CTI restructuring	.2			.2
Adjusted Non-GAAP operating margin	15.5		%	15.8		%	(.3	)	(.4	)
Active Representatives									—	%
Units sold									(3	)%

Amounts in the table above may not necessarily sum due to rounding.

Total revenue increased 2% due to favorable foreign exchange. On a Constant $ basis, revenue was flat, as Active Representatives and average order were flat. The region’s revenue in 2011 was favorably impacted by approximately 1 point due to a benefit to the United Kingdom’s revenue resulting from the settlement of a long time dispute associated with the VAT liability. The region’s Constant $ revenue benefited by growth in Turkey and South Africa, which was offset by declines in Russia and the United Kingdom. The region experienced Constant $ growth through the first nine months of 2011 but saw declines in the fourth quarter, partly due to the negative impact of the continued difficult economic environment on Fashion and Home sales. The inclusion of Liz Earle Beauty Co. Limited ("Liz Earle") in our 2011 results for the unmatched period through March favorably impacted the region’s revenue growth by approximately 1 point.

During 2011, revenue in Russia declined 1%. On a Constant $ basis, revenue declined 4% in Russia due to declines in average order as well as Active Representatives. During the latter part of 2011, we believe Russia’s performance was also impacted by weak trends in the Beauty category market in that country. Revenue in South Africa increased 31%, partially benefiting from favorable foreign exchange. On a Constant $ basis, revenue in South Africa increased 29%, due to growth in Active Representatives which was partially attributable to growth in new territories. Revenue in Turkey declined 5%, due to unfavorable foreign exchange, while on a Constant $ basis Turkey grew 5%, due to growth in Active Representatives and higher average order. In the United Kingdom, revenue declined by 1% including benefits from favorable foreign exchange as well as the VAT settlement. On a Constant $ basis, revenue in the United Kingdom declined by 4%, primarily due to a decline in Active Representatives and lower average order, partially offset by the VAT settlement, which benefited the Constant $ growth rate by 4 points.

Operating margin and adjusted Non-GAAP operating margin declined .3 points, or .4 points on a Constant $ basis, primarily as a result of:

• a decline of .8 points from increased overhead expenses;

• a decline of approximately .6 points related to increased investments in RVP. RVP investment increased in 2011 in part to address the increased social benefit taxes levied against certain Representatives beginning in 2010 in Russia;

• a benefit of .5 points from lower advertising costs; and

• a benefit of .4 points associated with the VAT settlement in the United Kingdom that occurred in 2011.

38

North America – 2012 Compared to 2011

							%/Point Change
	2012			2011			US$		Constant $
Total revenue	$	1,906.8		$	2,064.6		(8	)%	(8	)%
Operating loss	(214.9		)	(188.0		)	(14	)%	(14	)%
CTI restructuring	30.5			24.7
Impairment charges	209.0			263.0
Adjusted Non-GAAP operating profit	$	24.6		$	99.7		(75	)%	(75	)%
Operating margin	(11.3		)%	(9.1		)%	(2.2	)	(2.1	)
CTI restructuring	1.6			1.2
Impairment charges	11.0			12.7
Adjusted Non-GAAP operating margin	1.3		%	4.8		%	(3.5	)	(3.5	)
Active Representatives									(12	)%
Units sold									(6	)%

Amounts in the table above may not necessarily sum due to rounding.

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, North America amounts exclude the results of the Dominican Republic for all periods presented.

Total revenue decreased 8% on both a reported and Constant $ basis, primarily due to a decrease in Active Representatives, partially offset by larger average order. The North America segment consists of the North America Avon business and includes the North America Silpada business. Revenue in the North America Avon business declined 6% on both a reported and Constant $ basis due to a decline in Active Representatives, partially offset by larger average order primarily due to Representative mix. Revenue in the North America Silpada business declined 19% on both a reported and Constant $ basis primarily due to lower average order, as well as a decrease in Active Representatives. Sales of Beauty products declined 8%, or 7% on a Constant $ basis. Sales of non-Beauty products declined 9%, on both a reported and Constant $ basis, due to the declines in both the North America Avon business and the North America Silpada business.

Operating margin benefited by 1.7 points as compared to the prior-year period due to lower non-cash goodwill and intangible asset impairment charges associated with our Silpada business. See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for more details. Operating margin was negatively impacted by .4 points as compared to the prior-year period from higher CTI restructuring. Adjusted Non-GAAP operating margin declined 3.5 points on both a reported and Constant $ basis, primarily as a result of:

• a decline of 2.2 points from increased investments in RVP, primarily due to costs related to the One Simple Sales Model implementation in the U.S.;

• a decline of 1.3 points due to lower gross margin caused primarily by approximately .8 points from the unfavorable net impact of mix and pricing and approximately .7 points from higher supply chain costs primarily due to higher obsolescence costs. These were partially offset by a benefit of out-of-period adjustments associated with vendor liabilities of .3 points;

• a nonrecurring benefit of .5 points that occurred in 2011 due to a reduction in the estimated fair value of an earnout provision recorded in connection with the Silpada acquisition, as we revised our estimate of the earnout liability to zero;

• a decline of .4 points from higher brochure costs;

• a benefit of 1.1 points from lower overhead costs, primarily due to headcount reduction; and

• a benefit of .4 points from lower advertising costs.

We continue to expect challenging financial results within the North America Avon business, partially as a result of the ongoing impact of field transformation and redistricting in the U.S., as well as simplifying and enhancing the earnings opportunity for Representatives.

39

North America – 2011 Compared to 2010

							%/Point Change
	2011			2010			US$		Constant $
Total revenue	$	2,064.6		$	2,193.5		(6	)%	(6	)%
Operating (loss) profit	(188.0		)	147.3			(228	)%	(228	)%
CTI restructuring	24.7			41.3
Impairment charge	263.0			—
Adjusted Non-GAAP operating profit	$	99.7		$	188.6		(47	)%	(48	)%
Operating margin	(9.1		)%	6.7		%	(15.8	)	(16.0	)
CTI restructuring	1.2			1.9
Impairment charge	12.7			—
Adjusted Non-GAAP operating margin	4.8		%	8.6		%	(3.8	)	(3.8	)
Active Representatives									(9	)%
Units sold									(10	)%

Amounts in the table above may not necessarily sum due to rounding.

The North America segment consists of the North America Avon business and includes the North America Silpada business for the period since its acquisition at the end of July 2010. During 2011, Silpada’s results have been included in the North America results for the entire year presented, whereas the results during 2010 include Silpada’s results only since the end of July 2010. The inclusion of Silpada in our 2011 results for the unmatched period through July favorably impacted North America revenue growth by 4 points, operating profit growth by 6 points, adjusted Non-GAAP operating profit growth by 1 point, and adjusted Non-GAAP operating margin growth by .1 point.

The total revenue decline of 6% on both a reported and Constant $ basis for 2011 was primarily due to a decline in Active Representatives. Sales of Beauty products decreased 6% during 2011, partly due to weakness in the beauty market. Sales of non-Beauty products declined 7% during 2011. The inclusion of Silpada in our 2011 results during the unmatched period through July contributed 10 points to non-Beauty growth rates during 2011.

Operating margin was negatively impacted by 12.7 points by a non-cash goodwill and intangible asset impairment charge associated with our Silpada business. See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for more details. Operating margin benefited .7 points as compared to the prior-year period from lower CTI restructuring. Adjusted Non-GAAP operating margin declined 3.8 points on both a reported and Constant $ basis, primarily as a result of:

• a decline of 2.5 points from increased investments in RVP;

• a decline of 2.2 points due to lower revenues while continuing to incur overhead expenses that do not vary directly with revenue;

• a decline of 1.0 point of lower gross margin primarily due to commodity cost pressures;

• a decline of .2 points due to a lower benefit from the reduction in the estimated fair value of an earnout provision recorded in connection with the Silpada acquisition. During 2011, operating margin benefited by .5 points due to a reduction in the estimated fair value of an earnout provision recorded in connection with the Silpada acquisition, as we revised our estimate of the earnout liability to zero. In comparison, operating margin during 2010 benefited by .7 points due to the change in the fair value of the earnout provision from $26 at the date of acquisition to $11 at December 31, 2010;

• a benefit of 1.0 point from lower advertising costs; and

• a benefit of .8 points from improved bad debt.

40

Asia Pacific – 2012 Compared to 2011

							%/Point Change
	2012			2011			US$		Constant $
Total revenue	$	902.4		$	942.4		(4	)%	(5	)%
Operating profit	5.1			81.4			(94	)%	(95	)%
CTI restructuring	18.2			(.3		)
Impairment charge	44.0			—
Adjusted Non-GAAP operating profit	$	67.3		$	81.1		(17	)%	(19	)%
Operating margin	.6		%	8.6		%	(8.0	)	(8.2	)
CTI restructuring	2.0			—
Impairment charge	4.9			—
Adjusted Non-GAAP operating margin	7.5		%	8.6		%	(1.1	)	(1.3	)
Active Representatives									(9	)%
Units sold									(7	)%

Amounts in the table above may not necessarily sum due to rounding.

Total revenue declined 4%, or 5% on a Constant $ basis, primarily due to the unfavorable results of our China operations. The decline in the region's Active Representatives was primarily due to China. Active Representatives, excluding China, declined 1%. As previously disclosed, our business in China is predominantly retail. We do not believe including China within the Growth in Active Representatives calculation for the segment provides for a relevant indicator of underlying business trends. During the second half of 2012, we began receiving from Beauty Boutiques, independently owned retail stores selling Avon products in China, consolidated orders that were previously received as multiple orders and counted as such in our Growth in Active Representatives calculation. Revenue in China declined 22%, or 24% in Constant $, due to declines in unit sales resulting from continuing weak performance in that market. Revenue in the Philippines grew 7%, or 4% in Constant $, driven by growth in Active Representatives.

Operating margin was negatively impacted by 4.9 points by a non-cash goodwill impairment charge associated with our China business. See Note 17, Goodwill and Intangible Assets, on pages F-49 through F-51 of our 2012 Annual Report for more details. Operating margin was also negatively impacted by 2.0 points as compared to the prior-year period from higher CTI restructuring. Adjusted Non-GAAP operating margin declined 1.1 points, or 1.3 points on a Constant $ basis, primarily as a result of:

• a decline of 1.1 points due to lower gross margin caused primarily by .7 points from the unfavorable net impact of mix and higher pricing primarily due to weakness in skincare;

• a decline of 1.2 points due to wage inflation outpacing revenue growth, partially offset by restructuring savings; and

• a benefit of 1.0 point from lower investments in RVP, primarily due to China as we transition to a retail compensation model in that market.

Asia Pacific – 2011 Compared to 2010

							%/Point Change
	2011			2010			US$		Constant $
Total revenue	$	942.4		$	981.4		(4	)%	(9	)%
Operating profit	81.4			82.6			(1	)%	(13	)%
CTI restructuring	(.3		)	(.3		)
Adjusted Non-GAAP operating profit	$	81.1		$	82.3		(1	)%	(13	)%
Operating margin	8.6		%	8.4		%	.2		(.3	)
CTI restructuring	—			—
Adjusted Non-GAAP operating margin	8.6		%	8.4		%	.2		(.3	)
Active Representatives									(11	)%
Units sold									(9	)%

Amounts in the table above may not necessarily sum due to rounding.

41

Total revenue during 2011 declined 4% primarily due to a decrease in Active Representatives, partially offset by favorable foreign exchange. On a Constant $ basis, revenue decreased 9%. Revenue declined 20% in China during 2011, or 24% in Constant $. Revenue grew 3% in the Philippines during 2011, benefiting from favorable foreign exchange. Constant $ revenue in the Philippines declined 1% in 2011 reflecting increased competitive activity. The region’s results were negatively impacted by a continued decline in skincare sales during 2011.

Operating margin and adjusted Non-GAAP operating margin increased .2 points, or declined .3 points on a Constant $ basis, primarily as a result of:

• a decline of 1.1 points due to the impact of lower revenues while continuing to incur overhead expenses that do not vary directly with revenue;

• a decline of 1.0 point from higher RVP spending;

• a decline of .8 points due to lower gross margin due to adverse product mix and higher commodity costs, partially offset by favorable pricing;

• a benefit of 3.3 points from lower advertising costs; and

• various other insignificant items that contributed to the decline in operating margin and adjusted Non-GAAP operating margin.

Liquidity and Capital Resources

Our principal sources of funds historically have been cash flows from operations, commercial paper, borrowings under lines of credit, public offerings of notes, bank financings, and a private placement. At December 31, 2012 we had cash and cash equivalents totaling $1,210. As disclosed in the "Segment Review - Latin America" section of this MD&A, we held cash balances associated with our Venezuela operations denominated in Bolívares amounting to approximately $171 when translated at the official exchange rate at December 31, 2012. In February 2013, the Venezuelan government devalued its currency by approximately 32%. Currency restrictions enacted by the Venezuelan government have limited our ability to repatriate dividends and royalties from our Venezuelan operations. For more details with respect to these currency restrictions and the currency devaluation, see the "Segment Review - Latin America" section of this MD&A above, and for more information regarding risks with respect to these currency restrictions, see "Risk Factors - We are subject to financial risks related to our international operations, including exposure to foreign currency fluctuations" included in Item 1A on pages 8 through 18 of our 2012 Annual Report.

As part of an overall review of our capital structure:

• On November 1, 2012, we announced a decrease in the quarterly dividend from $.23 per share to $.06 per share, for the fourth-quarter dividend paid in December of 2012. We have maintained the dividend of $.06 for the first quarter of 2013.

• During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs, including improving our capital structure. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested. See the "Results Of Continuing Operations - Consolidated" section of this MD&A above for more details.

• In January 2013, we terminated interest-rate swap agreements with notional amounts totaling $1,000, for net proceeds of $88.1.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes (as defined below). The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole premium estimated to be approximately $65. The estimate of the accrued interest is based on the applicable interest rate on the notes (which factors in our long-term credit ratings). The estimate of the make-whole premium is based on the applicable interest rate on the notes (which factors in our long-term credit ratings) and the prices of the relevant U.S. Treasury securities as of the date of the notice of prepayment. Accordingly, these amounts may change when we make the final calculation of the prepayment price two business days in advance of the prepayment date, which is March 29, 2013. During 2013, $375 principal amount of our public notes will mature, specifically $250 principal amount in March 2013 and $125 principal amount in May 2013. We currently expect to repay our Private Notes and maturities of public notes through the use of available cash on hand, as well as through refinancing transactions in the debt capital markets, although there can be no assurances that we will be able to obtain financing for these purposes on commercially reasonable terms or at all. In the event we are unable to obtain such financing, we may elect, among other things, to utilize our revolving credit facility. As noted below, the revolving credit facility expires in November 2013 and any draw-downs under that facility would have to be repaid upon expiration. We expect to have funds available to repay any outstanding amounts under the revolving credit facility from cash generated from operations and, if necessary, reductions in discretionary expenditures.

42

In March 2014, $500 principal amount of our public notes will mature. We currently expect to repay this maturity through the use of available cash on hand, as well as through refinancing transactions in the debt capital markets, although there can be no assurances that we will be able to obtain financing for these purposes on commercially reasonable terms or at all. In the event we are unable to obtain such financing, we may elect, among other things, to utilize available cash on hand, reduce discretionary expenditures, sell certain assets and reduce our cash dividend to shareholders. In addition, $137.5 of the term loan agreement (as defined below) is due in June 2014.

We may also seek to repurchase our equity or to retire our outstanding debt in open market purchases, privately negotiated transactions, through derivative instruments or otherwise. Repurchases of equity and debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors, and the amounts involved may be material. We may also elect to incur additional debt or issue equity or convertible securities to finance ongoing operations or to meet our other liquidity needs. Any issuances of equity securities or convertible securities could have a dilutive effect on the ownership interest of our current shareholders and may adversely impact earnings per share in future periods.For more information regarding risks associated with our ability to refinance our debt or access certain debt markets, including the commercial paper market, see "Risk Factors - Our indebtedness and debt service obligations could materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows," "Risk Factors - To service our debt obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Any failure to meet our debt service obligations, or to refinance or repay our outstanding indebtedness as it matures, could materially adversely impact our business, prospects, financial condition, liquidity, results of operations and cash flows," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings," included in Item 1A on pages 8 through 18 of our 2012 Annual Report.

Our liquidity could also be impacted by restructuring initiatives, dividends, capital expenditures, acquisitions, divestitures, and certain contingencies, including any legal or regulatory settlements, described more fully in Note 16, Contingencies on pages F-47 through F-49 of our 2012 Annual Report. See our Cautionary Statement for purposes of the "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995 on pages 1 through 2 of our 2012 Annual Report.

Balance Sheet Data

	2012		2011
Cash and cash equivalents	$	1,209.6	$	1,245.1
Total debt	3,195.9		3,308.4
Working capital	1,224.3		1,207.8

Cash Flows

	2012			2011			2010
Net cash from continuing operating activities	$	556.1		$	655.8		$	689.0
Net cash from continuing investing activities	(213.7		)	(267.7		)	(1,095.7		)
Net cash from continuing financing activities	(401.3		)	(284.5		)	234.7
Effect of exchange rate changes on cash and equivalents	23.4			(37.2		)	(33.7		)

Net Cash from Continuing Operating Activities

Net cash provided from continuing operating activities during 2012 was $99.7 lower than during 2011. Operating cash flow during 2012 was negatively impacted primarily by lower cash related net income and higher payments associated with CTI restructuring compared to 2011. Partially offsetting these negative impacts were improvements in working capital, lower contributions to the U.S. pension plan in 2012 compared to 2011, and a payment in 2011 associated with a long-term incentive compensation plan of approximately $36 that did not recur in 2012.

Net cash provided from continuing operating activities during 2011 was $33.2 lower than during 2010. Operating cash flow during 2011 was negatively impacted by a $75.0 contribution to the U.S. pension plan, a payment associated with a long-term incentive compensation plan of approximately $36, and higher payments associated with CTI restructuring compared to 2010. Partially offsetting these negative impacts were higher cash related net income and the higher recovery of value added taxes in Brazil.

Inventory levels decreased during 2012, to $1,135.4 at December 31, 2012, from $1,161.3 at December 31, 2011, primarily reflecting actions in 2012 to flow inventory, including discounted products. Inventory days are down 3 days in 2012 as compared to 2011, or 9 days operationally (without the impact of foreign exchange).

43

We maintain defined benefit pension plans and unfunded supplemental pension benefit plans (see Note 12, Employee Benefit Plans, on pages F-32 through F-40 of our 2012 Annual Report). Our funding policy for these plans is based on legal requirements and available cash flows. The amounts necessary to fund future obligations under these plans could vary depending on estimated assumptions (as detailed in the "Critical Accounting Estimates" section of this MD&A). The future funding for these plans will depend on economic conditions, employee demographics, mortality rates, the number of associates electing to take lump-sum distributions, investment performance and funding decisions. Based on current assumptions, we expect to make contributions in the range of $55 to $60 to our U.S. pension and postretirement plans and in the range of $40 to $45 to our international pension and postretirement plans during 2013.

Net Cash from Continuing Investing Activities

Net cash used by continuing investing activities during 2012 was $54.0 lower than during 2011 primarily due to lower capital expenditures. Net cash used by continuing investing activities during 2011 was $828.0 lower than during 2010, primarily due to the acquisitions of Silpada and Liz Earle in 2010, as well as lower capital expenditures.

Capital expenditures during 2012 were $228.8 compared with $276.7 during 2011, as 2011 included higher investment associated with new distribution facilities in Latin America. Capital expenditures during 2011 were $276.7 compared with $331.2 during 2010, as 2010 included higher investment associated with new distribution facilities in Latin America. Capital expenditures in 2013 are currently expected to be approximately $310 to $340 and are expected to be be funded by cash from operations.

Net Cash from Continuing Financing Activities

Net cash used by continuing financing activities during 2012 was $401.3 compared with $284.5 in 2011, primarily due to lower issuances of commercial paper, and was partially offset by the proceeds of $550.0 related to the term loan agreement entered into during 2012, the scheduled repayment of $500.0 principal amount of notes in 2011, lower dividend payments in 2012, and proceeds of $43.6 related to the termination of two of our interest-rate swap agreements designated as fair value hedges. See Note 8, Financial Instruments and Risk Management, on pages F-24 through F-27 of our 2012 Annual Report for more details.

Net cash used by continuing financing activities of $284.5 during 2011 compared unfavorably to cash provided by continuing financing activities of $234.7 during 2010 primarily due to the issuance of debt in 2010 to partially finance the Silpada acquisition.

We purchased approximately .5 million shares of our common stock for $8.8 during 2012, as compared to .4 million shares of our common stock for $7.7 during 2011 and .4 million shares for $14.1 during 2010, under our previously announced share repurchase programs and through acquisition of stock from employees in connection with tax payments upon vesting of restricted stock units.

As part of an overall review of our capital structure, on November 1, 2012, we announced a decrease in the quarterly dividend to $.06 per share, for the fourth-quarter dividend paid in December 2012. We have maintained the dividend of $.06 for the first quarter of 2013. During the full year 2011 and the first nine months of 2012 our quarterly dividend payments were $.23 per share.

Debt and Contractual Financial Obligations and Commitments

At December 31, 2012, our debt and contractual financial obligations and commitments by due dates were as follows:

	2013		2014		2015		2016		2017		2018 and Beyond		Total
Short-term debt	$	559.5	$	—	$	—	$	—	$	—	$	—	$	559.5
Long-term debt(3)	—		641.5		557.5		—		—		1,243.0		2,442.0
Capital lease obligations	10.7		10.1		8.7		5.9		6.2		23.1		64.7
Total debt	570.2		651.6		566.2		5.9		6.2		1,266.1		3,066.2
Debt-related interest	97.7		74.0		68.8		65.2		64.9		65.0		435.6
Total debt-related	667.9		725.6		635.0		71.1		71.1		1,331.1		3,501.8
Operating leases	110.3		89.6		72.6		61.4		39.0		148.5		521.4
Purchase obligations	423.4		264.5		171.8		104.8		105.4		2.2		1,072.1
Benefit obligations(1)	98.3		20.9		19.5		21.3		19.8		123.1		302.9
Total debt and contractual financial obligations and commitments(2)	$	1,299.9	$	1,100.6	$	898.9	$	258.6	$	235.3	$	1,604.9	$	5,398.2

44

(1) Amounts represent expected future benefit payments for our unfunded pension and postretirement benefit plans, as well as expected contributions for 2013 to our funded pension benefit plans. We are not able to estimate our contributions to our funded pension and postretirement plans beyond 2013.

(2) 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 income taxes because we are unable to reasonably predict the ultimate amount or timing of settlement of our reserves for income taxes. At December 31, 2012, our reserves for income taxes, including interest and penalties, totaled $32.6.

(3) At December 31, 2012, long-term debt due in 2013 excluded $535.0 of private notes, of which $142.0 were contractually due in 2015, $290.0 were contractually due in 2020, and $103.0 were contractually due in 2022, and are therefore included in those respective maturity categories above. In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes (plus the make-whole premium and accrued interest), which, pursuant to the notice, is required to be prepaid on March 29, 2013. See the "Capital Resources - Private Notes" section below for more details.

See Note 5, Debt and Other Financing, and Note 14, Leases and Commitments, on pages F-17 through F-21, and on page F-42, respectively, of our 2012 Annual Report for further information on our debt and contractual financial obligations and commitments. Additionally, as disclosed in Note 15, Restructuring Initiatives on pages F-43 through F-46 of our 2012 Annual Report, we have a remaining liability of $21.0 at December 31, 2012, associated with the restructuring charges recorded to date under the 2005 and 2009 Restructuring Programs. We also have a remaining liability of $29.4 associated with other restructuring initiatives approved during 2012, and $43.0 associated with our $400M Cost Savings Initiative, at December 31, 2012. The majority of future cash payments associated with these liabilities are expected to be made during 2013.

Off Balance Sheet Arrangements

At December 31, 2012, we had no material off-balance-sheet arrangements.

Capital Resources

Revolving Credit Facility

We maintain a $1 billion revolving credit facility (the "revolving credit facility"), which expires in November 2013. As discussed below, the $1 billion available under the revolving credit facility is effectively reduced by the principal amount of any commercial paper outstanding. Borrowings under the revolving credit facility bear interest, at our option, at a rate per annum equal to the floating base rate or LIBOR, plus an applicable margin which varies within a specified band based upon our credit ratings. As of December 31, 2012, there were no amounts outstanding under the revolving credit facility.

The revolving credit facility contains covenants limiting our ability to, among other things, incur liens and enter into mergers and consolidations or sales of substantially all our assets, and a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. In addition, the revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. On July 31, 2012, we obtained a waiver from the lenders under our revolving credit facility that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our revolving credit facility for the four fiscal quarters ended September 30, 2012. On December 21, 2012, we entered into an amendment to the revolving credit facility, primarily relating to the calculation of components of the interest coverage ratio that allows us, subject to certain conditions and limitations, to add back to our consolidated net income: (i) extraordinary and other non-cash losses and expenses, (ii) one-time fees, cash charges and other cash expenses, premiums or penalties incurred in connection with any asset sale, equity issuance or incurrence or repayment of debt or refinancing or amendment of any debt instrument and (iii) cash charges and other cash expenses, premiums or penalties incurred in connection with any restructuring or relating to any legal or regulatory action, settlement, judgment or ruling, in an aggregate amount not to exceed $400.0 for the period from October 1, 2012 until the termination of commitments under the revolving credit facility. As of December 31, 2012, and based on then interest rates, approximately $250 of the $1 billion revolving credit facility, less the principal amount of commercial paper outstanding (which was zero at December 31, 2012), could have been drawn down without violating any covenant. If not for the more restrictive interest coverage ratio calculation under our Private Notes (which, pursuant to a notice, is required to be prepaid on March 29, 2013, see below), we would have been able to draw down on the entire $1 billion under our revolving credit facility at December 31, 2012 without violating any covenant. The interest coverage ratio, under our revolving credit facility, for the four fiscal quarters ended December 31, 2012 was 6.64:1 and excludes certain cash and non-cash charges pursuant to the December 2012 amendment.

45

Term Loan Agreement

On June 29, 2012, we entered into a $500.0 term loan agreement (the "term loan agreement"). Subsequently on August 2, 2012, we borrowed an incremental $50.0 of principal from subscriptions by new lenders under the term loan agreement. At December 31, 2012, $550.0 remained outstanding under the term loan agreement.

The term loan agreement contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. In addition, the term loan agreement contains financial covenants which require our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1 and our leverage ratio to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, 3.75:1 at the end of each fiscal quarter on or prior to December 31, 2013, and 3.5:1 at the end of each fiscal quarter thereafter. The interest coverage ratio is determined by dividing our consolidated EBIT (as defined in the term loan agreement) by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. The leverage ratio is determined by dividing the amount of our consolidated funded debt on the date of determination by our consolidated EBITDA (as defined in the term loan agreement) for the period of four fiscal quarters ending on the date of determination. For purposes of calculating the ratios, consolidated EBIT and consolidated EBITDA are adjusted for non-cash expenses. In addition, the term loan agreement contains customary events of default and cross-default provisions. We were in compliance with our interest coverage and leverage ratios under the term loan agreement for the four fiscal quarters ended December 31, 2012.

Pursuant to the term loan agreement, we are required to repay an amount equal to 25% of the aggregate principal amount of the term loan on June 29, 2014, and the remaining outstanding principal amount of the term loan on June 29, 2015. Amounts repaid or prepaid under the term loan agreement may not be reborrowed. Borrowings under the term loan agreement bear interest, at our option, at a rate per annum equal to LIBOR plus an applicable margin or a floating base rate plus an applicable margin, in each case subject to adjustment based on our credit ratings. The term loan agreement also provides for mandatory prepayments and voluntary prepayments. Subject to certain exceptions (including the issuance of commercial paper and draw-downs on our revolving credit facility), we are required to prepay the term loan in an amount equal to 50% of the net cash proceeds received from any incurrence of debt for borrowed money in excess of $500.

Private Notes

On November 23, 2010, we issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $142 principal amount of 2.60% Senior Notes, Series A, due November 23, 2015, $290 principal amount of 4.03% Senior Notes, Series B, due November 23, 2020, and $103 principal amount of 4.18% Senior Notes, Series C, due November 23, 2022 (collectively, the "Private Notes"). The Private Notes are senior unsecured obligations of the Company, rank equal in right of payment with all of our other senior unsecured indebtedness, and are unconditionally guaranteed by one of our wholly-owned subsidiaries. The proceeds from the sale of the Private Notes were used to repay existing debt and for general corporate purposes.

The total $535 principal amount of the Private Notes were issued pursuant to a note purchase agreement that contains covenants limiting, among other things, the ability of our subsidiaries to incur indebtedness, our and our subsidiaries’ ability to incur liens and our and any subsidiary guarantor’s ability to enter into mergers and consolidations or sales of substantially all of our or its assets. In addition, the note purchase agreement contains a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. Except as set forth below, the note purchase agreement does not provide for adjustments of our consolidated pre-tax income for certain one-time charges, such as non-cash impairments, currency devaluations, or legal or regulatory settlements when calculating the interest coverage ratio. The note purchase agreement contains customary events of default and cross-default provisions and any prepayment of the Private Note at our option would require payment of a make-whole premium.

On July 31, 2012, we obtained a waiver from the holders of the Private Notes that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our note purchase agreement for the four fiscal quarters ended September 30, 2012. On August 15, 2012, we entered into the first amendment to the note purchase agreement to, among other things, (i) add a financial covenant requiring our leverage ratio (which is calculated in the same manner as in the term loan agreement) to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, and 3.75:1 at the end of each fiscal quarter thereafter, unless a bank credit agreement or any other principal credit facility contains a leverage ratio more favorable to the holders of the Private Notes, then such more favorable ratio will apply for the fiscal quarters ended March 31, 2014 and thereafter, (ii) amend the interest coverage ratio to, subject to the most favored lender provision, add back to our consolidated pre-tax income actual non-cash impairment charges related solely to the Silpada business in an amount not to exceed $125 in the aggregate (in addition to

46

the $263 non-cash Silpada impairment charge already recorded during the 2011 year-end close process and excluded from the calculation for the four fiscal quarters ended September 30, 2012) during the term of the note purchase agreement, (iii) add a most favored lender provision with respect to financial covenants in favor of other lenders and (iv) provide a 150 basis point step up of the applicable interest rate if our unsecured and unsubordinated debt is not rated above investment grade by a certain number of rating agencies. We were in compliance with our interest coverage and leverage ratios under the note purchase agreement for the four fiscal quarters ended December 31, 2012. The interest coverage ratio under the note purchase agreement for the four fiscal quarters ended December 31, 2012 was 4.25:1 and excludes the non-cash Silpada impairment charges pursuant to the August 2012 amendment.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes. The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole premium estimated to be approximately $65. The estimate of the accrued interest is based on the applicable interest rate on the notes (which factors in our long-term credit ratings). The estimate of the make-whole premium is based on the applicable interest rate on the notes (which factors in our long-term credit ratings) and the prices of the relevant U.S. Treasury securities as of the date of the notice of prepayment. Accordingly, these amounts may change when we make the final calculation of the prepayment price two business days in advance of the prepayment date, which is March 29, 2013.

Public Notes

In March 2009, we issued, in a public offering, $500 principal amount of 5.625% Notes, due March 1, 2014 and $350 principal amount of 6.50% Notes, due March 1, 2019. In March 2008, we issued, in a public offering, $250 principal amount of 4.80% Notes, due March 1, 2013 and $250 principal amount of 5.75% Notes, due March 1, 2018. The proceeds from these offerings were used to repay the outstanding indebtedness under our commercial paper program and for general corporate purposes. We also have outstanding $250 principal amount of 4.20% Notes, due July 15, 2018 and $125 principal amount of 4.625% Notes, due May 15, 2013.

Commercial Paper Program

We also maintain a $1 billion commercial paper program, which is supported by the revolving credit facility. Under this program, we may issue from time to time unsecured promissory notes in the commercial paper market in private placements exempt from registration under federal and state securities laws, for a cumulative face amount not to exceed $1 billion outstanding at any one time and with maturities not exceeding 270 days from the date of issue. The commercial paper short-term notes issued under the program are not redeemable prior to maturity and are not subject to voluntary prepayment. Outstanding commercial paper effectively reduces the amount available for borrowing under the revolving credit facility. At December 31, 2012, there was no outstanding commercial paper under this program. In 2012, the demand for our commercial paper declined, partially impacted by the rating agency action described below.

Additional Information

Our long-term credit ratings are Baa2 (Stable Outlook) with Moody's and BBB- (Negative Outlook) with S&P, which are on the low end of investment grade, and BB+ (Stable Outlook) with Fitch, which is below investment grade. In February 2013, Fitch lowered their long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook) and Moody's lowered their long-term credit rating from Baa1 (Negative Outlook) to Baa2 (Stable Outlook). Additional rating agency reviews could result in a further change in outlook or downgrade, which would likely result in an increase in financing costs, including interest expense under certain of our debt instruments, less favorable covenants and financial terms of our financing arrangements, and reduced access to lending sources, including the commercial paper market. For more information regarding risks associated with our ability to refinance debt or access certain debt markets, including the commercial paper market, see "Risk Factors - Our indebtedness and debt service obligationscould materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows," "Risk Factors - To service our debt obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Any failure to meet our debt service obligations, or to refinance or repay our outstanding indebtedness as it matures, could materially adversely impact our business, prospects, financial condition, liquidity, results of operations and cash flows," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings" included in Item 1A on pages 8 through 18 of our 2012 Annual Report.

Please also refer to Note 5, Debt and Other Financing, on pages F-17 through F-21 of our 2012 Annual Report for more details relating to our debt and the maturities thereof.

47

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The overall objective of our financial risk management program is to reduce the potential negative effects from changes in foreign exchange and interest rates arising from our business activities. We may reduce our exposure to fluctuations in cash flows associated with changes in interest rates and foreign exchange rates by creating offsetting positions through the use of derivative financial instruments and through operational means. Since we use foreign currency rate-sensitive and interest rate-sensitive instruments to hedge a portion of our existing and forecasted transactions, we expect that any loss in value for the hedge instruments generally would be offset by changes in the value of the underlying transactions.

We do not enter into derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. The master agreements governing our derivative contracts generally contain standard provisions that could trigger early termination of the contracts in some circumstances, including if we were to merge with another entity and the creditworthiness of the surviving entity were to be "materially weaker" than that of Avon prior to the merger.

Interest Rate Risk

We use interest-rate swaps to manage our interest rate exposure. The interest-rate swaps are used to either convert our fixed rate borrowing to a variable interest rate or to unwind an existing variable interest-rate swap on a fixed rate borrowing. At December 31, 2012 and 2011, we held interest rate swap agreements that effectively converted approximately 62% and 74%, respectively, of our outstanding long-term, fixed-rate borrowings to a variable interest rates based on LIBOR. Our total exposure to floating interest rates was approximately 69% at December 31, 2012, and 82% at December 31, 2011; however, in January 2013, we terminated interest-rate swap agreements with notional amounts totaling $1,000.

Our long-term borrowings and interest-rate swaps were analyzed at year-end to determine their sensitivity to interest rate changes. Based on the outstanding balance of all these financial instruments at December 31, 2012, a hypothetical 50-basis-point change (either an increase or a decrease) in interest rates prevailing at that date, sustained for one year, would not represent a material potential change in fair value, earnings or cash flows. This potential change was calculated based on discounted cash flow analyses using interest rates comparable to our current cost of debt.

Foreign Currency Risk

We conduct business globally, with operations in various locations around the world. Over the past three years, approximately 84% of our consolidated revenue was derived from operations of subsidiaries outside of the U.S. The functional currency for most of our foreign operations is their local currency. We are exposed to changes in financial market conditions in the normal course of our operations, primarily due to international businesses and transactions denominated in foreign currencies and the use of various financial instruments to fund ongoing activities. At December 31, 2012, the primary currencies for which we had net underlying foreign currency exchange rate exposures were the Argentine peso, Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese renminbi, Colombian peso, the Czech Republic koruna, the euro, Mexican peso, New Zealand dollar, Peruvian new sol, Philippine peso, Polish zloty, Russian ruble, South Africa rand, Turkish lira, Ukrainian hryvnia, and Venezuelan bolívar.

We may reduce our exposure to fluctuations in cash flows associated with changes in foreign exchange rates by creating offsetting positions through the use of derivative financial instruments.

Our hedges of our foreign currency exposure are not designed to, and, therefore, cannot entirely eliminate the effect of changes in foreign exchange rates on our consolidated financial position, results of operations and cash flows.

Our foreign-currency financial instruments were analyzed at year-end to determine their sensitivity to foreign exchange rate changes. Based on our foreign exchange contracts at December 31, 2012, the impact of a hypothetical 10% appreciation or 10% depreciation of the U.S. dollar against our foreign exchange contracts would not represent a material potential change in fair value, earnings or cash flows. This potential change does not consider our underlying foreign currency exposures. The hypothetical impact was calculated on the open positions using forward rates at December 31, 2012, adjusted for an assumed 10% appreciation or 10% depreciation of the U.S. dollar against these hedging contracts.

Credit Risk of Financial Instruments

We attempt to minimize our credit exposure to counterparties by entering into derivative transactions and similar agreements with major international financial institutions with "A" or higher credit ratings as issued by Standard & Poor’s Corporation. Our foreign currency and interest-rate derivatives are comprised of over-the-counter forward contracts, swaps or options with major international financial institutions. Although our theoretical credit risk is the replacement cost at the then estimated fair

48

value of these instruments, we believe that the risk of incurring credit risk losses is remote and that such losses, if any, would not be material.

Non-performance of the counterparties on the balance of all the foreign exchange and interest-rate agreements would have resulted in a write-off of $99.7 at December 31, 2012. In addition, in the event of non-performance by such counterparties, we would be exposed to market risk on the underlying items being hedged as a result of changes in foreign exchange and interest rates; however, as mentioned above, in January 2013 we terminated interest-rate swap agreements with notional amounts totaling $1,000. As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value of our debt was $90.4, which will be amortized as a reduction to interest expense over the remaining term of the underlying debt obligations.

See Note 8, Financial Instruments and Risk Management, on pages F-24 through F-27 of our 2012 Annual Report for further information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index on page F-1 of our Consolidated Financial Statements and Notes thereto contained herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our principal executive and principal financial officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon their evaluation, the principal executive and principal financial officers concluded that our disclosure controls and procedures were effective as of December 31, 2012, at the reasonable assurance level. Disclosure controls and procedures are designed to ensure that information relating to Avon (including our consolidated subsidiaries) required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• 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.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these

49

inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Under the supervision and with the participation of our management, including our principal executive and principal financial officers, we assessed as of December 31, 2012, the effectiveness of our internal control over financial reporting. This assessment was based on criteria established in the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using those criteria, our management concluded that our internal control over financial reporting as of December 31, 2012, was effective.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the financial statements included in this 2012 Annual Report on Form 10-K, has audited the effectiveness of our internal control over financial reporting as of December 31, 2012. Their report is included on page F-2 of our 2012 Annual Report.

Changes in Internal Control over Financial Reporting

Our management has evaluated, with the participation of our principal executive and principal financial officers, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, our management has concluded that no such changes have occurred.

We also continue to implement an enterprise resource planning ("ERP") system on a worldwide basis, which is expected to improve the efficiency of our supply chain and financial transaction processes. The implementation is expected to occur in phases over the next several years. The implementation of a worldwide ERP system will likely affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness.

We completed implementation in certain significant markets and will continue to roll-out the ERP system over the next several years. As with any new information technology application we implement, this application, along with the internal controls over financial reporting included in this process, were tested for effectiveness prior to and concurrent with the implementation in these countries. We concluded, as part of our evaluation described in the above paragraph, that the implementation of an ERP system in these countries is not reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

50

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

Information regarding directors is incorporated by reference to the "Proposal 1 - Election of Directors" and "Information Concerning the Board of Directors" sections of our proxy statement for the 2013 Annual Meeting of Shareholders ("2013 Proxy Statement").

Executive Officers

Information regarding executive officers is incorporated by reference to the "Executive Officers" section of our 2013 Proxy Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

This information is incorporated by reference to the "Section 16(a) Beneficial Ownership Reporting Compliance" section of our 2013 Proxy Statement.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics, amended in February 2008, that applies to all members of the Board of Directors and to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer or controller. Our Code of Business Conduct and Ethics is available, free of charge, on our investor website, www.avoninvestor.com. Our Code of Business Conduct and Ethics is also available, without charge, by sending a letter to Investor Relations, Avon Products, Inc., 777 Third Avenue, New York, N.Y. 10017-1307, by sending an email to investor.relations@avon.com or by calling (212) 282-5320. Any amendment to, or waiver from, the provisions of this Code of Business Conduct and Ethics that applies to any of those officers will be posted to the same location on our website.

Audit Committee; Audit Committee Financial Expert

This information is incorporated by reference to the "Information Concerning the Board of Directors" section of our 2013 Proxy Statement.

Material Changes in Nominating Procedures

This information is incorporated by reference to the "Information Concerning the Board of Directors" section of our 2013 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

This information is incorporated by reference to the "Information Concerning the Board of Directors," "Executive Compensation" and "Director Compensation" sections of our 2013 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

This information is incorporated by reference to the "Equity Compensation Plan Information" and "Ownership of Shares" sections of our 2013 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This information is incorporated by reference to the "Information Concerning the Board of Directors" and "Transactions with Related Persons" sections of our 2013 Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

This information is incorporated by reference to the "Proposal 5 - Ratification of Appointment of Independent Registered Public Accounting Firm" section of our 2013 Proxy Statement.

51

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) 1. Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

See Index on page F-1.

(a) 2. Financial Statement Schedule

See Index on page F-1.

All other schedules are omitted because they are not applicable or because the required information is shown in the consolidated financial statements and notes.

(a) 3. Index to Exhibits

Exhibit Number	Description
2.1	Asset Purchase Agreement, dated as of July 9, 2010, by and among Avon Products, Inc., SD Acquisition LLC, Silpada Designs, Inc., the stockholders of Silpada Designs, Inc., and Gerald A. Kelly, Jr., solely in his capacity as representative of Silpada Designs, Inc. and the stockholders of Silpada Designs, Inc. (incorporated by reference to Exhibit 2.1 to Avon’s Current Report on Form 8-K filed on July 12, 2010).
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 Avon’s $125.0 aggregate principal amount of 4.625% Notes due 2013, $250.0 aggregate principal amount of 4.20% Notes due 2018 and $500.0 aggregate principal amount of Avon’s 5.125% Notes due 2011 (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	First Supplemental Indenture, dated as of March 3, 2008, between Avon Products, Inc. and Deutsche Bank Trust Company Americas, as Trustee, pursuant to which the 4.800% Notes due 2013 are issued (incorporated by reference to Exhibit 4.1 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	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).
4.5	Third 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 5.625% Notes due 2014 (incorporated by reference to Exhibit 4.1 to Avon’s Current Report on Form 8-K filed on March 2, 2009).
4.6	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).
10.1*	Avon Products, Inc. Year 2000 Stock Incentive Plan (incorporated by reference to Appendix A to Avon’s Proxy Statement as filed on March 27, 2000).
10.2*	Amendment of the Avon Products, Inc. Year 2000 Stock Incentive Plan, effective January 1, 2002 (incorporated by reference to Exhibit 10.17 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.3*	Second Amendment to the Avon Products, Inc. Year 2000 Stock Incentive Plan, effective January 1, 2009 (incorporated by reference to Exhibit 10.6 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).

52

10.4*	Form of U.S. Stock Option Agreement under the Avon Products, Inc. Year 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
10.5*	Form of Revised U.S. Stock Option Agreement under the Avon Products, Inc. Year 2000 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Avon’s Current Report on Form 8-K filed on March 8, 2005).
10.6*	Avon Products, Inc. 2005 Stock Incentive Plan approved by stockholders on May 5, 2005 (incorporated by reference to Appendix G to Avon’s Proxy Statement filed on May 5, 2005).
10.7*	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).
10.8*	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).
10.9*	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).
10.10*	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).
10.11*	Form of U.S. Restricted Stock Unit Award Agreement under the Avon Products, Inc. Year 2005 Stock Incentive Plan (incorporated by reference to Exhibit 99.2 to Avon’s Current Report on Form 8-K filed on September 6, 2005).
10.12*	Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on February 7, 2008).
10.13*	Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on February 7, 2008).
10.14*	Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Appendix E to Avon’s Proxy Statement as filed on March 25, 2010).
10.15*	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).
10.16*	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).
10.17*	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).
10.18*	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).
10.19*	Form of Performance Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2010 Stock Incentive Plan (incorporated by reference to Exhibit 10.121 to Avon's Annual Report on Form 10-K for the year ended December 31, 2011).
10.20*	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).
10.21*	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).
10.22*	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).
10.23*	Supplemental Executive Retirement Plan of Avon Products, Inc., as amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.20 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).

53

10.24*	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).
10.25*	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).
10.26*	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).
10.27*	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.
10.29*	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).
10.30*	Avon Products, Inc. 2008-2012 Executive Incentive Plan (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on March 11, 2008).
10.31*	First Amendment, dated March 2, 2011, to the Avon Products, Inc. 2008-2012 Executive Incentive Plan (incorporated by reference to Exhibit 10.3 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
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*	Trust Agreement, dated as of October 29, 1998, between Avon and The Chase Manhattan Bank, N.A., as Trustee, relating to the grantor trust (incorporated by reference to Exhibit 10.12 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2004).
10.36*	Amendment to Trust Agreement, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.28 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
10.37*	Supplemental Life Plan of Avon Products, Inc., amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.48 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
10.38*	Pre-1990 Supplemental Life Plan of Avon Products, Inc., amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.49 to Avon’s Annual Report on Form 10-K for the year ended December 31, 2008).
10.39*	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).
10.40*	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).
10.41*	Avon Products, Inc. Amended and Restated Compensation Recoupment Policy, effective as of January 14, 2013.
10.42*	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).
10.43*	Avon Products, Inc. Amended and Restated Change in Control Policy, dated as of January 9, 2013.

54

10.44*	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).
10.45*	Avon Products, Inc. 2011 Transition Incentive Cash Program, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.6 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
10.46*	Avon Products, Inc. 2011-2012 Transition Incentive Cash Program, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.7 to Avon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
10.47*	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).
10.48*	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).
10.49*	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).
10.50*	Employment Offer Letter Agreement, dated as of December 27, 2007, between Avon Products, Inc. and Donagh Herlihy (incorporated by reference to Exhibit 10.53 to Avon's Annual report on Form 10-K for the year ended December 31, 2011).
10.51*	Employment Agreement, by and between Avon Products, Inc. and Andrea Jung, dated as of December 13, 2011, (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on December 16, 2011).
10.52*	Amendment to Employment Agreement, by and between Avon Products, Inc. and Andrea Jung, dated as of October 4, 2012 (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on October 5, 2012)
10.53*	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).
10.54*	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).
10.55*	Separation Agreement dated as of July 30, 2012 between the Company and Charles Herington (incorporated by reference to Exhibit 10.4 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.56*	Separation Agreement, dated as of February 1, 2013, between the Company and John Owen.
10.57*	Guarantee of Avon Products, Inc. dated as of August 31, 2005 (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on September 6, 2005).
10.58	Revolving Credit and Competitive Advance Facility Agreement, dated as of November 2, 2010, among Avon Products, Inc., Avon Capital Corporation, Citibank, N.A., as Administrative Agent, Citigroup Global Markets Inc., Banc of America Securities LLC and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on November 5, 2010).
10.59	Letter Waiver, dated as of July 31, 2012, to the Revolving Credit and Competitive Advance Facility Agreement, dated as of November 2, 2010, among Avon Products, Inc., Avon Capital Corporation, Citibank, N.A., as Administrative Agent, and certain of the other lenders party thereto (incorporated by reference to Exhibit 10.5 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.60	First Amendment, dated as of December 21, 2012 to the Revolving Credit and Competitive Advance Facility Agreement among Avon Products, Inc., Avon Capital Corporation, the banks, financial institutions and other institutional lenders and the administrative agent thereunder (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on December 28, 2012).
10.61	Note Purchase Agreement, dated as of November 23, 2010, among the Company and the purchasers of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022 (incorporated by reference to Exhibit 10.1 to Avon’s Current Report on Form 8-K filed on November 29, 2010).

55

10.62	Letter Waiver, dated as of July 31, 2012, among Avon Products, Inc., Avon Capital Corporation, and certain of the purchasers of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022 (incorporated by reference to Exhibit 10.6 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.63	Letter Agreement, dated as of July 31, 2012, by Avon Products, Inc. and Avon Capital Corporation to the purchasers of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022 (incorporated by reference to Exhibit 10.7 to Avon's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
10.64	First Amendment to Note Purchase Agreement, dated as of August 15, 2012, between Avon Products, Inc. and certain of the purchasers of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022 (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on August 20, 2012).
10.65	Waiver, dated as of December 29, 2012, among Avon Products, Inc., Avon Capital corporation, and certain of the holders of its 2.60% Senior Notes, Series A, due November 23, 2015, 4.03% Senior Notes, Series B, due November 23, 2020 and 4.18% Senior Notes, Series C, due November 23, 2022 (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on January 3, 2013).
10.66	Term Loan Agreement, dated as of June 29, 2012, among Avon Products, Inc., Citibank N.A., as Administrative Agent, Citigroup Global Markets Inc., Santander Investment Securities Inc., Goldman Sachs Bank USA and BBVA Compass, as Joint Lead Arrangers and Joint Bookrunners, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Avon's Current Report on Form 8-K filed on July 5, 2012).
21	Subsidiaries of the registrant.
23	Consent of PricewaterhouseCoopers LLP.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Executive Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Shareholders’ Equity, (v) Notes to Consolidated Financial Statements and (vi) Schedule of Valuation and Qualifying Accounts.
*	The Exhibits identified above with an asterisk (*) are management contracts or compensatory plans or arrangements.

Avon’s Annual Report on Form 10-K for the year ended December 31, 2012, at the time of filing with the United States Securities and Exchange Commission, shall modify and supersede all prior documents filed pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended, for purposes of any offers or sales of any securities after the date of such filing pursuant to any Registration Statement or Prospectus filed pursuant to the Securities Act of 1933, which incorporates by reference such Annual Report on Form 10-K.

56

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of February 2013.

Avon Products, Inc.

/s/ Robert Loughran

Robert Loughran

Vice President and

Corporate Controller - Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ SHERILYN S. MCCOY	Chief Executive Officer – Principal Executive Officer	February 28, 2013
Sherilyn S. McCoy
/S/ KIMBERLY ROSS	Executive Vice President and Chief Financial Officer – Principal Financial Officer	February 28, 2013
Kimberly Ross
/S/ ROBERT LOUGHRAN	Vice President and Corporate Controller – Principal Accounting Officer	February 28, 2013
Robert Loughran
/S/ DOUGLAS R. CONANT	Director	February 28, 2013
Douglas R. Conant
/S/ W. DON CORNWELL	Director	February 28, 2013
W. Don Cornwell
/S/ V. ANN HAILEY	Director	February 28, 2013
V. Ann Hailey
/S/ FRED HASSAN	Director	February 28, 2013
Fred Hassan
/S/ MARIA ELENA LAGOMASINO	Director	February 28, 2013
Maria Elena Lagomasino
/S/ ANN S. MOORE	Director	February 28, 2013
Ann S. Moore
/S/ CHARLES H. NOSKI	Director	February 28, 2013
Charles H. Noski
/S/ GARY M. RODKIN	Director	February 28, 2013
Gary M. Rodkin
/S/ PAULA STERN	Director	February 28, 2013
Paula Stern
/S/ LAWRENCE A. WEINBACH	Director	February 28, 2013
Lawrence A. Weinbach

57

AVON PRODUCTS, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Financial Statements:
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2012	F-3
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2012	F-4
Consolidated Balance Sheets at December 31, 2012 and 2011	F-5
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2012	F-6 - F-7
Consolidated Statements of Changes in Shareholders’ Equity for each of the years in the three-year period ended December 31, 2012	F-8 - F-9
Notes to Consolidated Financial Statements	F-10 - F-54
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts	F-55

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Avon Products, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity present fairly, in all material respects, the financial position of Avon Products, Inc. and its subsidiaries at December 31, 2012 and December 31, 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting, appearing in Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2013

F-2

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)
Years ended December 31	2012			2011			2010
Net sales	$	10,546.1		$	11,112.0		$	10,731.3
Other revenue	171.0			179.6			131.5
Total revenue	$	10,717.1		$	11,291.6		$	10,862.8
Costs, expenses and other:
Cost of sales	4,169.3			4,148.6			4,041.3
Selling, general and administrative expenses	5,980.0			6,025.4			5,748.4
Impairment of goodwill and intangible asset	253.0			263.0			—
Operating profit	314.8			854.6			1,073.1
Interest expense	104.3			92.9			87.1
Interest income	(15.1		)	(16.5		)	(14.0		)
Other expense, net	7.0			35.6			54.6
Total other expenses	96.2			112.0			127.7
Income from continuing operations, before taxes	218.6			742.6			945.4
Income taxes	256.8			216.2			350.2
(Loss) income from continuing operations, net of tax	(38.2		)	526.4			595.2
Discontinued operations, net of tax	—			(8.6		)	14.1
Net (loss) income	(38.2		)	517.8			609.3
Net income attributable to noncontrolling interests	(4.3		)	(4.2		)	(3.0		)
Net (loss) income attributable to Avon	$	(42.5	)	$	513.6		$	606.3
(Loss) earnings per share:
Basic from continuing operations	$	(0.10	)	$	1.20		$	1.37
Basic from discontinued operations	—			(.02		)	.04
Basic attributable to Avon	$	(0.10	)	$	1.18		$	1.40
Diluted from continuing operations	$	(0.10	)	$	1.20		$	1.36
Diluted from discontinued operations	—			(.02		)	.03
Diluted attributable to Avon	$	(0.10	)	$	1.18		$	1.39
Weighted-average shares outstanding:
Basic	431.9			430.5			428.8
Diluted	431.9			432.1			431.4

The accompanying notes are an integral part of these statements.

F-3

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions, except per share data)
Years ended December 31	2012			2011			2010
Net (loss) income	$	(38.2	)	$	517.8		$	609.3
Other comprehensive (loss) income:
Foreign currency translation adjustments	0.4			(176.1		)	59.6
Change in derivative losses on cash flow hedges, net of taxes of $2.1, $2.1, and $2.2	3.9			3.9			4.1
Change in derivative gains on net investment hedge	(1.5		)	(2.8		)	—
Amortization of net actuarial losses, prior service credit, and transition obligation, net of taxes of $15.8, $14.5, and $12.2	33.9			29.4			25.5
Adjustments of net actuarial losses and prior service cost, net of taxes of $17.8, $46.9, and $5.1	(58.4		)	(103.4		)	(8.8		)
Sale of Avon Japan, net of taxes of $8.1	—			—			10.6
Total other comprehensive (loss) income, net of taxes	(21.7		)	(249.0		)	91.0
Comprehensive (loss) income	(59.9		)	268.8			700.3
Less: comprehensive (loss) income attributable to noncontrolling interests	1.4			(1.3		)	(23.9		)
Comprehensive (loss) income attributable to Avon	$	(58.5	)	$	267.5		$	676.4

The accompanying notes are an integral part of these statements.

F-4

AVON PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)
December 31	2012			2011
Assets
Current Assets
Cash, including cash equivalents of $762.9 and $623.7	$	1,209.6		$	1,245.1
Accounts receivable (less allowances of $161.4 and $174.5)	751.9			761.5
Inventories	1,135.4			1,161.3
Prepaid expenses and other	832.0			930.9
Total current assets	$	3,928.9		$	4,098.8
Property, plant and equipment, at cost
Land	66.6			65.4
Buildings and improvements	1,165.9			1,150.4
Equipment	1,479.3			1,493.0
	2,711.8			2,708.8
Less accumulated depreciation	(1,161.6		)	(1,137.3		)
	1,550.2			1,571.5
Goodwill	374.9			473.1
Other intangible assets, net	120.3			279.9
Other assets	1,408.2			1,311.7
Total assets	$	7,382.5		$	7,735.0
Liabilities and Shareholders’ Equity
Current Liabilities
Debt maturing within one year	$	572.0		$	849.3
Accounts payable	920.0			850.2
Accrued compensation	266.6			217.1
Other accrued liabilities	661.0			663.6
Sales and taxes other than income	211.4			212.4
Income taxes	73.6			98.4
Total current liabilities	2,704.6			2,891.0
Long-term debt	2,623.9			2,459.1
Employee benefit plans	637.6			603.0
Long-term income taxes	52.0			67.0
Other liabilities	131.1			129.7
Total liabilities	$	6,149.2		$	6,149.8
Commitments and contingencies (Notes 14 and 16)
Shareholders’ Equity
Common stock, par value $.25 - authorized 1,500 shares; issued 746.7 and 744.9 shares	$	188.3		$	187.3
Additional paid-in capital	2,119.6			2,077.7
Retained earnings	4,357.8			4,726.1
Accumulated other comprehensive loss	(876.7		)	(854.4		)
Treasury stock, at cost (314.5 and 314.1 shares)	(4,571.9		)	(4,566.3		)
Total Avon shareholders’ equity	1,217.1			1,570.4
Noncontrolling interests	16.2			14.8
Total shareholders’ equity	$	1,233.3		$	1,585.2
Total liabilities and shareholders’ equity	$	7,382.5		$	7,735.0

The accompanying notes are an integral part of these statements.

F-5

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)
Years ended December 31	2012			2011			2010
Cash Flows from Operating Activities
Net (loss) income	$	(38.2	)	$	517.8		$	609.3
Discontinued operations, net of tax	—			8.6			(14.1		)
(Loss) income from continuing operations	$	(38.2	)	$	526.4		$	595.2
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation	162.4			174.0			145.2
Amortization	67.2			65.6			49.6
Provision for doubtful accounts	251.1			247.2			215.7
Provision for obsolescence	122.1			128.1			131.1
Share-based compensation	41.1			36.6			57.6
Foreign exchange losses (gains)	(22.2		)	12.8			(9.4		)
Deferred income taxes	(49.2		)	(196.6		)	(103.1		)
Impairment of goodwill and intangible asset	253.0			263.0			—
Charge for Venezuelan monetary assets and liabilities	—			—			46.1
Other	57.7			39.9			26.6
Changes in assets and liabilities:
Accounts receivable	(241.1		)	(241.5		)	(280.3		)
Inventories	(89.7		)	(210.3		)	(189.8		)
Prepaid expenses and other	58.5			24.6			(4.9		)
Accounts payable and accrued liabilities	84.5			(55.7		)	76.7
Income and other taxes	(28.7		)	(50.7		)	(63.2		)
Noncurrent assets and liabilities	(72.4		)	(107.6		)	(4.1		)
Net cash provided by operating activities of continuing operations	556.1			655.8			689.0
Cash Flows from Investing Activities
Capital expenditures	(228.8		)	(276.7		)	(331.2		)
Disposal of assets	15.4			17.1			11.9
Acquisitions and other investing activities	—			(13.0		)	(785.8		)
Proceeds from sale of investments	1.2			33.7			11.3
Purchases of investments	(1.5		)	(28.8		)	(1.9		)
Net cash used by investing activities of continuing operations	(213.7		)	(267.7		)	(1,095.7		)
Cash Flows from Financing Activities*
Cash dividends	(329.3		)	(403.4		)	(384.1		)
Debt, net (maturities of three months or less)	(710.5		)	635.7			(3.6		)
Proceeds from debt	735.8			88.9			661.5
Repayment of debt	(138.3		)	(614.6		)	(53.2		)
Interest rate swap termination	43.6			—			—
Proceeds from exercise of stock options	8.6			16.8			23.9
Excess tax benefit realized from share-based compensation	(2.4		)	(.2		)	4.3
Repurchase of common stock	(8.8		)	(7.7		)	(14.1		)
Net cash (used) provided by financing activities of continuing operations	(401.3		)	(284.5		)	234.7
Cash Flows from Discontinued Operations
Net cash provided by operating activities of discontinued operations	—			—			13.0
Net cash (used) provided by investing activities of discontinued operations	—			(1.2		)	61.3
Net cash used by financing activities of discontinued operations	—			—			(.3		)
Net cash (used) provided by discontinued operations	—			(1.2		)	74.0
Effect of exchange rate changes on cash and equivalents	23.4			(37.2		)	(33.7		)
Net change in cash and equivalents	(35.5		)	65.2			(131.7		)
Cash and equivalents at beginning of year (1)	$	1,245.1		$	1,179.9		$	1,311.6
Cash and equivalents at end of year	$	1,209.6		$	1,245.1		$	1,179.9
Cash paid for:
Interest, net of amounts capitalized	$	137.5		$	137.4		$	133.4
Income taxes, net of refunds received	$	331.9		$	423.8		$	387.3

F-6

* – Non-cash financing activities included the change in fair market value of interest-rate swap agreements of $(8.4) in 2012, $53.2 in 2011, and $66.8 in 2010 (see Note 5, Debt and Other Financing).

(1) – Includes cash and cash equivalents of discontinued operations of $13.5 at the beginning of the year in 2010.

The accompanying notes are an integral part of these statements.

F-7

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

	Common Stock			Additional		Retained			Accumulated Other			Treasury Stock				Noncontrolling
(In millions, except per share data)	Shares	Amount		Paid-In Capital		Earnings			Comprehensive Loss			Shares	Amount			Interest			Total
Balances at December 31, 2009	740.9	$	186.1	$	1,941.0	$	4,383.9		$	(692.6	)	313.4	$	(4,545.8	)	$	40.0		$	1,312.6
Comprehensive income:
Net income						606.3										3.0			609.3
Foreign currency translation adjustments									55.4							4.2			59.6
Amortization of net actuarial losses, prior service credit, and transition obligation, net of taxes of $12.2									25.5										25.5
Adjustments of net actuarial losses and prior service cost, net of taxes of $5.1									(8.8		)								(8.8		)
Sale of Avon Japan, net of taxes of $8.1									10.6										10.6
Net derivative losses on cash flow hedges, net of taxes of $2.2									4.1										4.1
Total comprehensive income																			700.3
Dividends - $.88 per share						(379.4		)											(379.4		)
Exercise / vesting and expense of share-based compensation	2.4	.5		78.9								—	.6						80.0
Repurchase of common stock												.4	(14.1		)				(14.1		)
Purchases and sales of noncontrolling interests, net of dividends paid of $3.8																(31.1		)	(31.1		)
Income tax benefits – stock transactions				4.3															4.3
Balances at December 31, 2010	743.3	$	186.6	$	2,024.2	$	4,610.8		$	(605.8	)	313.8	$	(4,559.3	)	$	16.1		$	1,672.6
Comprehensive income:
Net income						513.6										4.2			517.8
Foreign currency translation adjustments									(175.7		)					(.4		)	(176.1		)
Amortization of net actuarial losses, prior service credit, and transition obligation, net of taxes of $14.5									29.4										29.4
Adjustments of net actuarial losses and prior service cost, net of taxes of $46.9									(103.4		)								(103.4		)
Net derivative losses on cash flow hedges, net of taxes of $2.1									3.9										3.9
Net derivative gains on net investment hedge									(2.8		)								(2.8		)
Total comprehensive income																			268.8
Dividends - $.92 per share						(398.3		)											(398.3		)
Exercise / vesting and expense of share-based compensation	1.6	.7		53.7								—	.7						55.1
Repurchase of common stock												.3	(7.7		)				(7.7		)
Purchases and sales of noncontrolling interests, net of dividends paid of $5.1																(5.1		)	(5.1		)

F-8

Income tax benefits – stock transactions				(.2		)															(.2		)
Balances at December 31, 2011	744.9	$	187.3	$	2,077.7		$	4,726.1		$	(854.4	)	314.1		$	(4,566.3	)	$	14.8		$	1,585.2
Comprehensive loss:
Net (loss) income							(42.5		)									4.3			(38.2		)
Foreign currency translation adjustments										(.2		)						.6			.4
Amortization of net actuarial losses, prior service credit, and transition obligation, net of taxes of $15.8										33.9											33.9
Adjustments of net actuarial losses and prior service cost, net of taxes of $17.8										(58.4		)									(58.4		)
Net derivative losses on cash flow hedges, net of taxes of $2.1										3.9											3.9
Net derivative gains on net investment hedge										(1.5		)									(1.5		)
Total comprehensive loss																					(59.9		)
Dividends - $.75 per share							(325.8		)												(325.8		)
Exercise / vesting and expense of share-based compensation	1.8	1.0		44.3									(.1	)	3.2						48.5
Repurchase of common stock													.5		(8.8		)				(8.8		)
Purchases and sales of noncontrolling interests, net of dividends paid of $3.5																		(3.5		)	(3.5		)
Income tax benefits – stock transactions				(2.4		)															(2.4		)
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

The accompanying notes are an integral part of these statements.

F-9

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share and share data)

NOTE 1. Description of the Business and Summary of Significant Accounting Policies

Business

When used in these notes, the terms "Avon," "Company," "we," "our" or "us" mean Avon Products, Inc.

We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in one channel, direct selling. Our reportable segments are based on geographic operations in four regions: Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. We have centralized operations for Global Brand Marketing and Global Sales, and also have regional operations for marketing, sales, and supply chain. Our product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of jewelry, watches, apparel, footwear, accessories and children’s products. Home consists of gift and decorative products, housewares, entertainment and leisure products, children's products and nutritional products. Sales are made to the ultimate consumer principally by independent Representatives.

Principles of Consolidation

The consolidated financial statements include the accounts of Avon and our majority and wholly-owned subsidiaries. Intercompany balances and transactions are eliminated.

Use of Estimates

We prepare our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America, or GAAP. In preparing these statements, we are required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, we review our estimates, including those related to restructuring reserves, allowances for doubtful accounts receivable, allowances for sales returns, provisions for inventory obsolescence, income taxes and tax valuation reserves, share-based compensation, loss contingencies, the determination of discount rate and other actuarial assumptions for pension, postretirement and postemployment benefit expenses and the valuation of goodwill, intangible assets and contingent consideration.

Foreign Currency

Financial statements of foreign subsidiaries operating in other than highly inflationary economies are translated at year-end exchange rates for assets and liabilities and average exchange rates during the year for income and expense accounts. The resulting translation adjustments are recorded within accumulated other comprehensive loss ("AOCI"). Gains or losses resulting from the impact of changes in foreign currency rates on assets and liabilities denominated in a currency other than the functional currency are recorded in "Other expense, net".

For financial statements of Avon subsidiaries operating in highly inflationary economies, the U.S. dollar is required to be used as the functional currency. Highly inflationary accounting requires monetary assets and liabilities, such as cash, receivables and payables, to be remeasured into U.S. dollars at the current exchange rate at the end of each period with the impact of any changes in exchange rates being recorded in income. We record the impact of changes in exchange rates on monetary assets and liabilities in "Other expense, net". Similarly, deferred tax assets and liabilities are remeasured into U.S. dollars at the current exchange rates; however, the impact of changes in exchange rates is recorded in "Income taxes" in the Consolidated Statement of Income. Nonmonetary assets and liabilities, such as inventory, property, plant and equipment and prepaid expenses are recorded in U.S. dollars at the historical rates at the time of acquisition of such assets or liabilities.

Venezuela Currency

Effective January 1, 2010, we began to account for Venezuela as a highly inflationary economy. Effective January 11, 2010, the Venezuelan government devalued its currency and moved to a two-tier exchange structure. The official exchange rate moved from 2.15 to 2.60 for essential goods and to 4.30 for nonessential goods and services. Effective December 30, 2010, the Venezuelan government eliminated the 2.60 rate which had been available for the import of essential goods. Substantially all of the imports of our subsidiary in Venezuela ("Avon Venezuela") were classified as nonessential.

F-10

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We used the official rate of 4.30 to remeasure our Bolívar denominated assets and liabilities into U.S. dollars at the reporting date, since this is the rate expected to be available for dividend remittances. We record a loss within operating profit when we believe we are going to convert these Bolívar denominated assets or settle our U.S. dollar denominated liabilities from sources where the exchange rate is less favorable than the official rate.

As a result of the change in the official rate to 4.30 in conjunction with accounting for our operations in Venezuela under highly inflationary accounting guidelines, during the first quarter of 2010, we recorded net charges of $46.1 in "Other expense, net" and $12.7 in "Income taxes".

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market has been eliminated.

Revenue Recognition

Net sales primarily include sales generated as a result of Representative orders less any discounts, taxes and other deductions. We recognize revenue upon delivery, when both title and the risks and rewards of ownership pass to the independent Representatives, who are our customers. Our internal financial systems accumulate revenues as orders are shipped to the Representative. Since we report revenue upon delivery, revenues recorded in the financial system must be reduced for an estimate of the financial impact of those orders shipped but not delivered at the end of each reporting period. We use estimates in determining the adjustments to revenue and operating profit for orders that have been shipped but not delivered as of the end of the period. These estimates are based on daily sales levels, delivery lead times, gross margin and variable expenses. We also estimate an allowance for sales returns based on historical experience with product returns. In addition, we estimate an allowance for doubtful accounts receivable based on an analysis of historical data and current circumstances.

Other Revenue

Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

Cash and Cash Equivalents

Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are generally high-quality, short-term money market instruments with an original maturity of three months or less and consist of time deposits with a number of U.S. and non-U.S. commercial banks and money market fund investments.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. We assign a degree of obsolescence risk to products based on this classification to determine the level of obsolescence provision.

Prepaid Brochure Costs

Costs to prepare brochures are initially deferred to prepaid expenses and other and are expensed to selling, general, and administrative expenses over the campaign length. In addition, fees charged to Representatives for brochures are initially deferred and presented as a reduction to prepaid expenses and other and are recorded as a reduction to selling, general, and administrative expenses over the campaign length. The campaign length is typically two weeks in the U.S. and two to four weeks for most markets outside the U.S.

Brochure costs and associated fees presented as prepaid expenses and other were $45.7 at December 31, 2012 and $45.8 at December 31, 2011. Additionally, paper stock is purchased in advance of creating the brochures. Prepaid expenses and other include paper supply of $13.5 at December 31, 2012, and $25.3 at December 31, 2011.

Brochure costs expensed to selling, general and administrative expenses amounted to $509.3 in 2012, $507.7 in 2011, and $472.7 in 2010. The fees charged to Representatives recorded as a reduction to selling, general and administrative expenses amounted to $286.7 in 2012, $293.5 in 2011, and $291.0 in 2010.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated using a straight-line method over the estimated useful lives of the assets. The estimated useful lives generally are as follows: buildings, 45 years; land improvements, 20 years; machinery and equipment, 15 years; and office equipment, five to ten years. Leasehold improvements are depreciated over the shorter of

F-11

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the lease term or the estimated useful life of the asset. Upon disposal of property, plant and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings. Costs associated with repair and maintenance activities are expensed as incurred. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the related asset and depreciated over the useful life of the related asset. We capitalized interest of $2.0 for 2012, $.4 for 2011, and $5.3 for 2010.

Capitalized Software

Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related project, generally not to exceed five years. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. Other assets included unamortized capitalized software costs of $235.4 at December 31, 2012 and $176.7 at December 31, 2011.

Goodwill and Intangible Assets

Goodwill is not amortized and is assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred, at the reporting unit level. A reporting unit is the operating segment, or a component, which is one level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics. When testing goodwill for impairment, we perform either a qualitative or quantitative assessment for each of our reporting units. Factors considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reporting unit. If the qualitative analysis results in a more likely than not probability of impairment, the first quantitative step, as described below, is required.

The quantitative test to evaluate goodwill for impairment is a two-step process. In the first step, we compare the fair value of a reporting unit to its carrying value. If the fair value of a reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit’s goodwill. The second step of the impairment analysis requires a valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of the purchase price in a business combination. If the resulting implied fair value of the reporting unit’s goodwill is less than its carrying value, that difference represents an impairment. The impairment analysis performed for goodwill requires several estimates in computing the estimated fair value of a reporting unit. We use a discounted cash flow ("DCF") approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of this business, and is most consistent with the approach a marketplace participant would use.

Indefinite-lived intangible assets are not amortized, but rather are assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred. When testing indefinite-lived intangible assets for impairment, we perform either a qualitative or quantitative assessment. If the qualitative analysis results in a more likely than not probability of impairment, a quantitative assessment is required. The quantitative test to evaluate indefinite-lived intangible assets for impairment compares the fair value of the intangible asset to its carrying value. If the fair value of the asset is less than its carrying value, that difference represents an impairment. The impairment analysis performed for indefinite-lived intangible asset requires several estimates in computing the estimated fair value of the asset. We use a risk-adjusted DCF model under the relief-from-royalty method.

Finite-lived intangible assets are amortized using a straight-line method over the estimated useful lives of the assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of the asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate.

F-12

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

If applicable, the impairment testing should be performed in the following order: indefinite-lived intangible assets, finite-lived intangible assets, and then goodwill.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2012 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value and the finite-lived intangible assets were not recoverable. Accordingly, a non-cash impairment charge of $209.0 was recorded in the fourth quarter of 2012 to reduce the carrying amounts of goodwill, an indefinite-lived intangible asset, and a finite-lived intangible asset to their respective estimated fair value.

Based on the continued decline in revenue performance in China during the third quarter of 2012 and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time. As a result of our impairment testing, we recorded a non-cash impairment charge of $44.0 in the third quarter of 2012 to reduce the carrying amount of goodwill for China to its estimated fair value.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2011 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value. Accordingly, a non-cash impairment charge of $263.0 was recorded in the fourth quarter of 2011 to reduce the carrying amounts of goodwill and an indefinite-lived intangible asset.

See Note 17, Goodwill and Intangible Assets.

Financial Instruments

We use derivative financial instruments, including interest-rate swap agreements and forward foreign currency contracts to manage interest rate and foreign currency exposures. We record all derivative instruments at their fair values on the Consolidated Balance Sheets as either assets or liabilities. See Note 8, Financial Instruments and Risk Management.

Deferred Income Taxes

Deferred income taxes have been provided on items recognized for financial reporting purposes in different periods than for income tax purposes using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will not be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences become deductible or before our net operating loss and tax credit carryforwards expire. Deferred taxes are not provided on the portion of unremitted earnings of subsidiaries outside of the U.S. when management concludes that these earnings are indefinitely reinvested. Deferred taxes are provided on earnings not considered indefinitely reinvested. 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 the Company 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, therefore, recorded an additional provision for income taxes on such earnings. See Note 7, Income Taxes.

Uncertain Tax Positions

We recognize the benefit of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs associated with selling; marketing; and distribution activities, including shipping and handling costs; advertising; net brochure costs; research and development; information technology; and other administrative costs, including finance, legal and human resource functions.

Shipping and Handling

Shipping and handling costs are expensed as incurred and amounted to $1,030.3 in 2012, $1,071.7 in 2011 and $968.8 in 2010.

F-13

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Advertising

Advertising costs, excluding brochure preparation costs, are expensed as incurred and amounted to $253.6 in 2012, $311.2 in 2011 and $400.4 in 2010.

Research and Development

Research and development costs are expensed as incurred and amounted to $75.2 in 2012, $77.7 in 2011 and $72.6 in 2010. Research and development costs include all costs related to the design and development of new products such as salaries and benefits, supplies and materials and facilities costs.

Share-based Compensation

All share-based payments to employees are recognized in the financial statements based on their fair value using an option-pricing model at the date of grant. We use a Black-Scholes-Merton option-pricing model to calculate the fair value of options.

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. 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.

Pension and Postretirement Expense

Pension and postretirement expense is determined based on a number of actuarial assumptions, which are reviewed and determined on an annual basis. These assumptions include discount rates, hybrid plan maximum interest crediting rates and expected return on plan assets, 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. We are required, among other things, to recognize the funded status of pension and other postretirement benefit plans on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The recognition of prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status, are recognized as components of accumulated other comprehensive income, net of tax, in shareholders’ equity, until they are amortized as a component of net periodic benefit cost. We recognize prior service costs or credits and actuarial gains and losses beyond a 10% corridor to earnings based on the estimated future service period of the participants. The determination of the 10% corridor utilizes a calculated value of plan assets for our more significant plans, whereby gains and losses are smoothed over three- and five-year periods. We use a December 31 measurement date for all of our employee benefit plans.

Contingencies

We determine whether to disclose and/or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable. We record loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable.

Out-of-Period Items

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. We evaluated the total out-of-period adjustments impacting 2012 of approximately $13 before tax ($15 after tax), both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

During the first quarter of 2011, we determined that the net after-tax gain on sale of Avon Products Company Limited ("Avon Japan"), reported in our financial statements for the year ended December 31, 2010, should have been reported as a net after-tax loss of approximately $3, to correctly include all balances relating to Avon Japan that were previously included in AOCI. In addition, in the first quarter of 2011 the Company released a liability relating to a previously owned health care business, which should have been released in a prior period, resulting in an approximate $4 increase in net income. The results of these

F-14

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

businesses were originally reported within discontinued operations upon disposition. The net impact of these two items decreased net income for the first quarter of 2011 by approximately $9. We also identified and recorded other various out-of-period adjustments during 2011 (primarily related to cost of sales and selling, general and administrative expenses) that related to prior years. The net impact of these other items decreased net income for 2011 by approximately $14. We evaluated the total out-of-period adjustments impacting 2011 of approximately $23, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

See Note 19, Results of Operations by Quarter (Unaudited), for discussion of these and other out-of-period adjustments within 2012 and 2011 and their impact on the interim periods.

(Loss) Earnings per Share

We compute (loss) earnings per share ("EPS") using the two-class method, which is a (loss) earnings allocation formula that determines (loss) earnings per share for common stock and participating securities. Our participating securities are our grants of restricted stock and restricted stock units, which contain non-forfeitable rights to dividend equivalents. We compute basic EPS by dividing net income allocated to common shareholders by the weighted-average number of shares outstanding during the year. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the year.

For each of the three years ended December 31, the components of basic and diluted EPS were as follows:

(Shares in millions)	2012			2011			2010
Numerator from continuing operations
(Loss) income from continuing operations less amounts attributable to noncontrolling interests	$	(42.5	)	$	522.2		$	590.9
Less: Loss (earnings) allocated to participating securities	.3			(4.6		)	(4.8		)
(Loss) income from continuing operations allocated to common shareholders	(42.2		)	517.6			586.1
Numerator from discontinued operations
(Loss) income from discontinued operations plus/less amounts attributable to noncontrolling interests	$	—		$	(8.6	)	$	15.4
Less: Earnings allocated to participating securities	—			(.9		)	(.4		)
(Loss) income allocated to common shareholders	—			(9.5		)	15.0
Numerator attributable to Avon
(Loss) income attributable to Avon less amounts attributable to noncontrolling interests	$	(42.5	)	$	513.6		$	606.3
Less: Loss (earnings) allocated to participating securities	.3			(5.5		)	(5.2		)
(Loss) income allocated to common shareholders	(42.2		)	508.1			601.1
Denominator:
Basic EPS weighted-average shares outstanding	431.9			430.5			428.8
Diluted effect of assumed conversion of stock options	—			1.6			2.6
Diluted EPS adjusted weighted-average shares outstanding	431.9			432.1			431.4
(Loss) Earnings per Common Share from continuing operations:
Basic	$	(.10	)	$	1.20		$	1.37
Diluted	$	(.10	)	$	1.20		$	1.36
(Loss) Earnings per Common Share from discontinued operations:
Basic	$	—		$	(.02	)	$	.04
Diluted	$	—		$	(.02	)	$	.03
(Loss) Earnings per Common Share attributable to Avon:
Basic	$	(.10	)	$	1.18		$	1.40
Diluted	$	(.10	)	$	1.18		$	1.39

We did not include stock options to purchase 22.0 million shares for the year ended December 31, 2012, 22.9 million shares for 2011, and 18.5 million shares for 2010 of Avon common stock in the calculations of diluted EPS because the exercise prices of those options were greater than the average market price and their inclusion would be anti-dilutive. We also did not include stock options to purchase .6 million shares for the year ended December 31, 2012, as we had a net loss attributable to Avon and the inclusion of these shares would decrease the net loss per share. Since this would be anti-dilutive, such shares are excluded from the calculation.

F-15

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2. New Accounting Standards

Standards Implemented

In May 2011, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards Update (”ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective for Avon as of January 1, 2012 and did not have a significant impact on our financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires entities to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12defers the requirement to present components of reclassifications of comprehensive income on the statement of comprehensive income, with all other requirements of ASU 2011-05 unaffected. Both ASU 2011-05 and 2011-12 are effective as of January 1, 2012 for Avon and did not have a significant impact on our financial statements, other than presentation.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment. ASU 2011-08 provides entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. ASU 2011-08 is effective for annual and interim goodwill impairment tests for Avon as of January 1, 2012 and did not have a significant impact on our financial statements.

In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 provides entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. We elected to early adopt ASU 2012-02 in the fourth quarter of 2012 and this did not have a significant impact on our financial statements.

NOTE 3. Discontinued Operations

On November 8, 2010, the Company announced that Avon International Operations, Inc. ("AIO"), a wholly-owned subsidiary of the Company, had agreed to sell the ownership interest in Avon Products Company Limited ("Avon Japan") held by AIO pursuant to a tender offer bid agreement between AIO and Devon Holdings K.K., an affiliate of TPG Capital ("Buyer"). The transaction included both the sale of the Company’s stake in Avon Japan as well as certain pre-paid royalties in connection with intellectual property licenses for an aggregate cash consideration of approximately $90. Avon Japan was previously reported within our Asia Pacific segment.

The transaction closed on December 29, 2010. Of the total cash consideration received, $81 was recognized in December 2010, resulting in a net after-tax gain of $10. The remaining $9 of the consideration received related to the use of Avon’s global brands, formulas and products, and the use of the Avon name in Japan for a five-year period. This portion of the royalty will be recognized on a straight line basis over five years within continuing operations.

During 2011, we determined that the net after-tax gain on sale of Avon Japan should have been reported as a net after-tax loss of $3, to correctly include all balances relating to Avon Japan that were previously included in Accumulated Other Comprehensive Loss ("AOCI"). See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

NOTE 4. Inventories

Inventories at December 31 consisted of the following:

	2012		2011
Raw materials	$	393.4	$	361.7
Finished goods	742.0		799.6
Total	$	1,135.4	$	1,161.3

F-16

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5. Debt and Other Financing

Debt

Debt at December 31 consisted of the following:

	2012			2011
Debt maturing within one year:
Notes payable	$	180.6		$	832.4
Current portion of long-term debt	391.4			16.9
Total	$	572.0		$	849.3
Long-term debt:
4.80% Notes, due March 2013	250.0			249.9
4.625% Notes, due May 2013	124.0			121.3
5.625% Notes, due March 2014	499.4			498.8
Term Loan, 25% due June 2014 and remaining due June 2015	550.0			—
2.60% Senior Notes, Series A, due November 2015	142.0			142.0
5.75% Notes, due March 2018	249.6			249.5
4.20% Notes, due July 2018	249.6			249.5
6.50% Notes, due March 2019	347.3			346.9
Other, payable through 2019 with interest from 2.40% to 6.50%	75.6			77.5
4.03% Senior Notes, Series B, due November 2020	290.0			290.0
4.18% Senior Notes, Series C, due November 2022	103.0			103.0
Total	2,880.5			2,328.4
Adjustments for debt with fair value hedges	93.1			147.6
Amortization of swap termination	41.7			—
Less current portion	(391.4		)	(16.9		)
Total long-term debt	$	2,623.9		$	2,459.1

Notes payable included short-term borrowings of international subsidiaries at average annual interest rates of approximately 8.6% at December 31, 2012, and 10.5% at December 31, 2011. Total notes payable include $35.9 of bank overdrafts at December 31, 2012, and $17.4 at December 31, 2011.

Other long-term debt, payable through 2019, included obligations under capital leases of $13.9 at December 31, 2012, and $15.3 at December 31, 2011, which primarily relate to leases of automobiles and equipment. In addition, other long-term debt, payable through 2019, at December 31, 2012 and 2011, included financing obligations of $61.7 and $62.2, respectively, of which $48.4 and $58.5, respectively, relates to the sale and leaseback of equipment in one of our distribution facilities in North America entered into in 2009.

Adjustments for debt with fair value hedges include adjustments to reflect net unrealized gains of $93.1 and $147.6 at December 31, 2012, and 2011, respectively. See Note 8, Financial Instruments and Risk Management.

We held interest-rate swap contracts that effectively converted approximately 62% at December 31, 2012 and 74% at December 31, 2011, of our long-term fixed-rate borrowings to a variable interest rate based on LIBOR. In January 2013, we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000. See Note 8, Financial Instruments and Risk Management.

Term Loan Agreement

On June 29, 2012, we entered into a $500.0 term loan agreement (the "term loan agreement"). Subsequently on August 2, 2012, we borrowed an incremental $50.0 of principal from subscriptions by new lenders under the term loan agreement. At December 31, 2012, $550.0 remained outstanding under the term loan agreement.

The term loan agreement contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. In addition, the term loan agreement contains financial covenants which require our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1 and our leverage ratio to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, 3.75:1 at the end of each fiscal quarter on or prior to December 31, 2013, and 3.5:1 at the end of each fiscal quarter thereafter. The interest coverage ratio is determined by dividing our consolidated

F-17

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

EBIT (as defined in the term loan agreement) by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. The leverage ratio is determined by dividing the amount of our consolidated funded debt on the date of determination by our consolidated EBITDA (as defined in the term loan agreement) for the period of four fiscal quarters ending on the date of determination. For purposes of calculating the ratios, consolidated EBIT and consolidated EBITDA are adjusted for non-cash expenses. In addition, the term loan agreement contains customary events of default and cross-default provisions. We were in compliance with our interest coverage and leverage ratios under the term loan agreement for the four fiscal quarters ended December 31, 2012.

Pursuant to the term loan agreement, we are required to repay an amount equal to 25% of the aggregate principal amount of the term loan on June 29, 2014, and the remaining outstanding principal amount of the term loan on June 29, 2015. Amounts repaid or prepaid under the term loan agreement may not be reborrowed. Borrowings under the term loan agreement bear interest, at our option, at a rate per annum equal to LIBOR plus an applicable margin or a floating base rate plus an applicable margin, in each case subject to adjustment based on our credit ratings. The term loan agreement also provides for mandatory prepayments and voluntary prepayments. Subject to certain exceptions (including the issuance of commercial paper and draw-downs on our revolving credit facility), we are required to prepay the term loan in an amount equal to 50% of the net cash proceeds received from any incurrence of debt for borrowed money in excess of $500.

Private Notes

On November 23, 2010, we issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $142.0 principal amount of 2.60% Senior Notes, Series A, due November 23, 2015, $290.0 principal amount of 4.03% Senior Notes, Series B, due November 23, 2020, and $103.0 principal amount of 4.18% Senior Notes, Series C, due November 23, 2022 (collectively, the "Private Notes"). The Private Notes are senior unsecured obligations of the Company, rank equal in right of payment with all of our other senior unsecured indebtedness, and are unconditionally guaranteed by one of our wholly-owned subsidiaries. The proceeds from the sale of the Private Notes were used to repay existing debt and for general corporate purposes.

The total $535 principal amount of the Private Notes were issued pursuant to a note purchase agreement that contains covenants limiting, among other things, the ability of our subsidiaries to incur indebtedness, our and our subsidiaries’ ability to incur liens and our and any subsidiary guarantor’s ability to enter into mergers and consolidations or sales of substantially all of our or its assets. In addition, the note purchase agreement contains a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. Except as set forth below, the note purchase agreement does not provide for adjustments of our consolidated pre-tax income for certain one-time charges, such as non-cash impairments, currency devaluations, or legal or regulatory settlements when calculating the interest coverage ratio. The note purchase agreement contains customary events of default and cross-default provisions and any prepayment of the Private Note at our option would require payment of a make-whole premium.

On July 31, 2012, we obtained a waiver from the holders of the Private Notes that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our note purchase agreement for the four fiscal quarters ended September 30, 2012. On August 15, 2012, we entered into the first amendment to the note purchase agreement to, among other things, (i) add a financial covenant requiring our leverage ratio (which is calculated in the same manner as in the term loan agreement) to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, and 3.75:1 at the end of each fiscal quarter thereafter, unless a bank credit agreement or any other principal credit facility contains a leverage ratio more favorable to the holders of the Private Notes, then such more favorable ratio will apply for the fiscal quarters ended March 31, 2014 and thereafter, (ii) amend the interest coverage ratio to, subject to the most favored lender provision, add back to our consolidated pre-tax income actual non-cash impairment charges related solely to the Silpada business in an amount not to exceed $125.0 in the aggregate (in addition to the $263.0 non-cash Silpada impairment charge already recorded during the 2011 year-end close process and excluded from the calculation for the four fiscal quarters ended September 30, 2012) during the term of the note purchase agreement, (iii) add a most favored lender provision with respect to financial covenants in favor of other lenders and (iv) provide a 150 basis point step up of the applicable interest rate if our unsecured and unsubordinated debt is not rated above investment grade by a certain number of rating agencies. We were in compliance with our interest coverage and leverage ratios under the note purchase agreement for the four fiscal quarters ended December 31, 2012. The interest coverage ratio under the note purchase agreement for the four fiscal quarters ended December 31, 2012 was 4.25:1 and excludes the non-cash Silpada impairment charges pursuant to the August 2012 amendment.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes. The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole

F-18

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

premium estimated to be approximately $65. The estimate of the accrued interest is based on the applicable interest rate on the notes (which factors in our long-term credit ratings). The estimate of the make-whole premium is based on the applicable interest rate on the notes (which factors in our long-term credit ratings) and the prices of the relevant U.S. Treasury securities as of the date of the notice of prepayment. Accordingly, these amounts may change when we make the final calculation of the prepayment price two business days in advance of the prepayment date, which is March 29, 2013.

Public Notes

In March 2009, we issued $850.0 principal amount of notes payable in a public offering. $500.0 of the notes bear interest at a per annum coupon rate equal to 5.625%, payable semi-annually, and mature on March 1, 2014 (the "2014 Notes"). $350.0 of the notes bear interest at a per annum coupon rate equal to 6.50%, payable semi-annually, and mature on March 1, 2019 (the "2019 Notes"). The net proceeds from the offering of $837.6 were used to repay the outstanding indebtedness under our commercial paper program and for general corporate purposes. The carrying value of the 2014 Notes represents the $500.0 principal amount, net of the unamortized discount to face value of $.6 at December 31, 2012, and $1.2 at December 31, 2011. The carrying value of the 2019 Notes represents the $350.0 principal amount, net of the unamortized discount to face value of $2.7 at December 31, 2012, and $3.1 at December 31, 2011.

In March 2008, we issued $500.0 principal amount of notes payable in a public offering. $250.0 of the notes bear interest at a per annum coupon rate equal to 4.80%, payable semi-annually, and mature on March 1, 2013, (the "2013 Notes"). $250.0 of the notes bear interest at a per annum coupon rate of 5.75%, payable semi-annually, and mature on March 1, 2018 (the "2018 Notes"). The net proceeds from the offering of $496.3 were used to repay outstanding indebtedness under our commercial paper program and for general corporate purposes. At December 31, 2012, the carrying value of the 2013 Notes represents the $250.0 principal amount, net of an immaterial amount of the unamortized discount to face value, and at December 31, 2011, the carrying value represents the $250.0 principal amount, net of the unamortized discount to face value of $.1. The carrying value of the 2018 Notes represents the $250.0 principal amount, net of the unamortized discount to face value of $.4 at December 31, 2012, and $.5 at December 31, 2011.

In June 2003, we issued to the public $250.0 principal amount of registered senior notes (the "4.20% Notes"). The 4.20% Notes mature on July 15, 2018, and bear interest at a per annum rate of 4.20%, payable semi-annually. The carrying value of the 4.20% Notes represents the $250.0 principal amount, net of the unamortized discount to face value of $.4 and $.5 at December 31, 2012 and 2011, respectively.

In April 2003, the call holder of $100.0 principal amount of 6.25% Notes due May 2018 (the "Notes"), embedded with put and call option features, exercised the call option associated with these Notes, and thus became the sole note holder of the Notes. Pursuant to an agreement with the sole note holder, we modified these Notes into $125.0 aggregate principal amount of 4.625% notes due May 15, 2013. The modified principal amount represented the original value of the putable/callable notes, plus the market value of the related call option and approximately $4.0 principal amount of additional notes issued for cash. In May 2003, $125.0 principal amount of registered senior notes were issued in exchange for the modified notes held by the sole note holder. No cash proceeds were received by us. The registered senior Notes mature on May 15, 2013, and bear interest at a per annum rate of 4.625%, payable semi-annually (the "4.625% Notes"). The transaction was accounted for as an exchange of debt instruments and, accordingly, the premium related to the original notes is being amortized over the life of the new 4.625% Notes. The carrying value of the 4.625% Notes represents the $125.0 principal amount, net of the unamortized discount to face value of $1.0 and $3.7 at December 31, 2012 and 2011, respectively.

Maturities of Long-Term Debt

Annual maturities of long-term debt (including unamortized discounts and premiums and excluding the adjustments for debt with fair value hedges) outstanding at December 31, 2012, are as follows:

	2013		2014		2015		2016		2017		After 2018		Total
Maturities	$	389.6	$	651.6	$	566.2	$	5.9	$	6.2	$	1,266.1	$	2,885.6

Other Financing

Revolving Credit Facility

We maintain a $1 billion revolving credit facility (the "revolving credit facility"), which expires in November 2013. As discussed below, the $1 billion available under the revolving credit facility is effectively reduced by the principal amount of any commercial paper outstanding. Borrowings under the revolving credit facility bear interest, at our option, at a rate per annum equal to the floating base rate or LIBOR, plus an applicable margin which varies within a specified band based upon our credit ratings. The revolving credit facility has an annual fee of $2.0, payable quarterly, based on our current credit ratings. The

F-19

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

revolving credit facility may be used for general corporate purposes. As of December 31, 2012 and 2011, there were no amounts outstanding under the revolving credit facility.

The revolving credit facility contains covenants limiting our ability to, among other things, incur liens and enter into mergers and consolidations or sales of substantially all our assets, and a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. In addition, the revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. On July 31, 2012, we obtained a waiver from the lenders under our revolving credit facility that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our revolving credit facility for the four fiscal quarters ended September 30, 2012. On December 21, 2012, we entered into an amendment to the revolving credit facility, primarily relating to the calculation of components of the interest coverage ratio that allows us, subject to certain conditions and limitations, to add back to our consolidated net income: (i) extraordinary and other non-cash losses and expenses, (ii) one-time fees, cash charges and other cash expenses, premiums or penalties incurred in connection with any asset sale, equity issuance or incurrence or repayment of debt or refinancing or amendment of any debt instrument and (iii) cash charges and other cash expenses, premiums or penalties incurred in connection with any restructuring or relating to any legal or regulatory action, settlement, judgment or ruling, in an aggregate amount not to exceed $400.0 for the period from October 1, 2012 until the termination of commitments under the revolving credit facility. As of December 31, 2012, and based on then interest rates, approximately $250 of the $1 billion revolving credit facility, less the principal amount of commercial paper outstanding (which was zero at December 31, 2012), could have been drawn down without violating any covenant. If not for the more restrictive interest coverage ratio calculation under our Private Notes (which, pursuant to a notice, is required to be prepaid on March 29, 2013, see above), we would have been able to draw down on the entire $1 billion under our revolving credit facility at December 31, 2012 without violating any covenant. The interest coverage ratio, under our revolving credit facility, for the four fiscal quarters ended December 31, 2012 was 6.64:1 and excludes certain cash and non-cash charges pursuant to the December 2012 amendment.

Commercial Paper Program

We also maintain a $1 billion commercial paper program, which is supported by the revolving credit facility. Under this program, we may issue from time to time unsecured promissory notes in the commercial paper market in private placements exempt from registration under federal and state securities laws, for a cumulative face amount not to exceed $1 billion outstanding at any one time and with maturities not exceeding 270 days from the date of issue. The commercial paper short-term notes issued under the program are not redeemable prior to maturity and are not subject to voluntary prepayment. Outstanding commercial paper effectively reduces the amount available for borrowing under the revolving credit facility. At December 31, 2012, there was no outstanding commercial paper under this program. In 2012, the demand for our commercial paper declined, partially impacted by the rating agency action described below.

Letters of Credit

At December 31, 2012 and December 31, 2011, we also had letters of credit outstanding totaling $21.4 and $23.4, respectively, which primarily guarantee various insurance activities. In addition, we had outstanding letters of credit for trade activities and commercial commitments executed in the ordinary course of business, such as purchase orders for normal replenishment of inventory levels.

Additional Information

Our long-term credit ratings are Baa2 (Stable Outlook) with Moody's and BBB- (Negative Outlook) with S&P, which are on the low end of investment grade, and BB+ (Stable Outlook) with Fitch, which is below investment grade. In February 2013, Fitch lowered their long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook) and Moody's lowered their long-term credit rating from Baa1 (Negative Outlook) to Baa2 (Stable Outlook). Additional rating agency reviews could result in a further change in outlook or downgrade, which would likely result in an increase in financing costs, including interest expense under certain of our debt instruments, less favorable covenants and financial terms of our financing arrangements, and reduced access to lending sources, including the commercial paper market. For more information regarding risks associated with our ability to refinance debt or access certain debt markets, including the commercial paper market, see "Risk Factors - Our indebtedness and debt service obligationscould materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows," "Risk Factors - To service our debt obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Any failure to meet our debt service obligations, or to refinance or repay our outstanding indebtedness as it matures, could materially adversely impact our business, prospects, financial condition, liquidity, results of operations and cash flows," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or sudden disruption in business conditions or other

F-20

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings" included in Item 1A on pages 8 through 18 of our 2012 Annual Report.

NOTE 6. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at December 31 consisted of the following:

	2012			2011
Foreign currency translation adjustments	$	(317.6	)	$	(325.0	)
Pension and postretirement adjustment, net of taxes of $257.4 and $252.9	(548.0		)	(515.9		)
Net derivative losses from cash flow hedges, net of taxes of $3.7 and $5.8	(11.1		)	(13.5		)
Total	$	(876.7	)	$	(854.4	)

Foreign exchange net gains of $7.7 for 2012 and net losses of $2.0 for 2011 resulting from the translation of actuarial losses, prior service credit and translation obligation recorded in AOCI are included in foreign currency translation adjustments in the rollforward of accumulated other comprehensive loss on the Consolidated Statements of Changes in Shareholders Equity. During 2011, we identified an out-of-period adjustment relating to balances included in AOCI relating to Avon Japan. See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

NOTE 7. Income Taxes

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 the Company 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, therefore, recorded an additional provision for income taxes of $168.3 on such earnings. At December 31, 2012, we have a deferred income tax liability of $224.8 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 $158.7 of undistributed earnings of our subsidiary in Venezuela where local regulations restrict cash distributions.

F-21

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred tax assets (liabilities) resulting from temporary differences in the recognition of income and expense for tax and financial reporting purposes at December 31 consisted of the following:

	2012			2011
Deferred tax assets:
Accrued expenses and reserves	$	273.9		$	261.5
Pension and postretirement benefits	195.6			166.0
Asset revaluations	39.4			39.5
Capitalized expenses	131.8			105.8
Intangible assets	142.3			74.7
Share-based compensation	62.2			54.9
Restructuring initiatives	26.4			18.0
Postemployment benefits	14.0			18.4
Tax loss carryforwards	648.3			576.8
Foreign tax credit carryforwards	356.0			282.1
Minimum tax and business credit carryforwards	47.5			47.0
All other	65.5			66.0
Valuation allowance	(627.4		)	(546.1		)
Total deferred tax assets	1,375.5			1,164.6
Deferred tax liabilities:
Depreciation and amortization	(44.3		)	(48.6		)
Unremitted foreign earnings	(224.8		)	(46.8		)
Prepaid expenses	(10.0		)	(7.9		)
Capitalized interest	(10.2		)	(10.1		)
All other	(18.8		)	(16.5		)
Total deferred tax liabilities	(308.1		)	(129.9		)
Net deferred tax assets	$	1,067.4		$	1,034.7

Deferred tax assets (liabilities) at December 31 were classified as follows:

	2012			2011
Deferred tax assets:
Prepaid expenses and other	$	273.5		$	319.0
Other assets	827.2			759.5
Total deferred tax assets	1,100.7			1,078.5
Deferred tax liabilities:
Income taxes	(6.1		)	(19.3		)
Long-term income taxes	(27.2		)	(24.5		)
Total deferred tax liabilities	(33.3		)	(43.8		)
Net deferred tax assets	$	1,067.4		$	1,034.7

The valuation allowance primarily represents amounts for foreign tax loss carryforwards. The basis used for recognition of deferred tax assets included the profitability of the operations, related deferred tax liabilities and the likelihood of utilizing tax credit carryforwards during the carryover periods. The net increase in the valuation allowance of $81.3 during 2012 was mainly due to several of our foreign entities continuing to incur losses during 2012, thereby increasing the tax loss carryforwards for which a valuation allowance was provided.

Income from continuing operations, before taxes for the years ended December 31 was as follows:

	2012			2011			2010
United States	$	(436.5	)	$	(395.1	)	$	(228.7	)
Foreign	655.1			1,137.7			1,174.1
Total	$	218.6		$	742.6		$	945.4

F-22

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The provision for income taxes for the years ended December 31 was as follows:

	2012			2011			2010
Federal:
Current	$	38.8		$	41.7		$	40.1
Deferred	(183.9		)	(176.6		)	(117.2		)
	(145.1		)	(134.9		)	(77.1		)
Foreign:
Current	266.0			372.6			409.6
Deferred	144.5			(12.9		)	22.4
	410.5			359.7			432.0
State and other:
Current	1.2			(1.5		)	3.6
Deferred	(9.8		)	(7.1		)	(8.3		)
	(8.6		)	(8.6		)	(4.7		)
Total	$	256.8		$	216.2		$	350.2

The foreign provision for income taxes includes the U.S. tax cost on foreign earnings of $156.8, $24.7 and $24.3 for the years ended December 31, 2012, 2011 and 2010, respectively.

The effective tax rate for the years ended December 31 was as follows:

	2012		2011		2010
Statutory federal rate	35.0	%	35.0	%	35.0	%
State and local taxes, net of federal tax benefit	(2.5	)	(.4	)	(.4	)
Taxes on foreign income, including translation	(3.9	)	(4.4	)	(2.4	)
Audit settlements, statute expirations and amended returns	(4.2	)	(4.3	)	(2.5	)
Additional tax on unremitted prior year foreign earnings	77.0		—		—
Reserves for uncertain tax positions	5.8		1.6		.8
China goodwill impairment	7.0		—		—
Net change in valuation allowances	2.9		.1		(.2	)
Venezuela devaluation and highly inflationary accounting	—		—		6.0
Other	.4		1.5		.7
Effective tax rate	117.5	%	29.1	%	37.0	%

At December 31, 2012, we had tax loss carryforwards of $2,183.7. The loss carryforwards expiring between 2013 and 2032 are $168.3 and the loss carryforwards which do not expire are $2,015.4. We also had minimum tax credit carryforwards of $35.9 which do not expire, business credit carryforwards of $11.6 that will expire between 2020 and 2031, and foreign tax credit carryforwards of $356.0 that will expire between 2018 and 2022.

Uncertain Tax Positions

At December 31, 2012, we had $36.0 of total gross unrecognized tax benefits of which approximately $9.0 would impact the effective tax rate, if recognized.

F-23

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at December 31, 2009	$	113.4
Additions based on tax positions related to the current year	7.5
Additions for tax positions of prior years	6.4
Reductions for tax positions of prior years	(14.4		)
Reductions due to lapse of statute of limitations	(5.3		)
Reductions due to settlements with tax authorities	(23.3		)
Balance at December 31, 2010	84.3
Additions based on tax positions related to the current year	1.2
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(20.0		)
Reductions due to lapse of statute of limitations	(6.7		)
Reductions due to settlements with tax authorities	(32.1		)
Balance at December 31, 2011	36.0
Additions based on tax positions related to the current year	7.4
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(3.7		)
Reductions due to lapse of statute of limitations	(6.4		)
Reductions due to settlements with tax authorities	(6.6		)
Balance at December 31, 2012	$	36.0

We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes. We had $6.2 at December 31, 2012, and $12.9 at December 31, 2011, accrued for interest and penalties, net of tax benefit. We recorded benefits of $1.1, $3.8, and $4.5 for interest and penalties, net of taxes during 2012, 2011 and 2010, respectively.

We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. As of December 31, 2012, the tax years that remained subject to examination by major tax jurisdiction for our most significant subsidiaries were as follows:

Jurisdiction	Open Years
Brazil	2007-2012
China	2007-2012
Mexico	2007-2012
Poland	2007-2012
Russia	2011-2012
United States	2012

We anticipate that it is reasonably possible that the total amount of unrecognized tax benefits could decrease in the range of $15 to $25 within the next 12 months due to the closure of tax years by expiration of the statute of limitations and audit settlements.

NOTE 8. Financial Instruments and Risk Management

We operate globally, with manufacturing and distribution facilities in various locations around the world. We may reduce our exposure to fluctuations in the fair value and cash flows associated with changes in interest rates and foreign exchange rates by creating offsetting positions through the use of derivative financial instruments. Since we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we expect that any gain or loss in value of the hedge instruments generally would be offset by decreases or increases in the value of the underlying forecasted transactions.

We do not enter into derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. The master agreements governing our derivative contracts generally contain standard provisions that could trigger early termination of the contracts in certain circumstances, including if we were to merge with another entity and the creditworthiness of the surviving entity were to be "materially weaker" than that of Avon prior to the merger.

F-24

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Derivatives are recognized on the balance sheet at their fair values. The following table presents the fair value of derivative instruments outstanding at December 31, 2012:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets/ Prepaid expenses and other	$	93.1	Other liabilities	$	—
Total derivatives designated as hedges		$	93.1		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Prepaid expenses and other	$	1.7	Accounts payable	$	1.7
Foreign exchange forward contracts	Prepaid expenses and other	4.9		Accounts payable	1.5
Total derivatives not designated as hedges		$	6.6		$	3.2
Total derivatives		$	99.7		$	3.2

The following table presents the fair value of derivative instruments outstanding at December 31, 2011:

	Asset			Liability
	Balance  Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets	$	147.6	Other liabilities	$	—
Foreign exchange forward contracts	Prepaid expenses and other	1.2		Accounts payable	—
Total derivatives designated as hedges		$	148.8		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Other assets	$	6.0	Other liabilities	$	6.0
Foreign exchange forward contracts	Prepaid expenses and other	4.4		Accounts payable	10.5
Total derivatives not designated as hedges		$	10.4		$	16.5
Total derivatives		$	159.2		$	16.5

Accounting Policies

Derivatives are recognized on the balance sheet at their fair values. When we become a party to a derivative instrument and intend to apply hedge accounting, we designate the instrument, for financial reporting purposes, as a fair value hedge, a cash flow hedge, or a net investment hedge. The accounting for changes in fair value (gains or losses) of a derivative instrument depends on whether we had designated it and it qualified as part of a hedging relationship and further, on the type of hedging relationship. We apply the following accounting policies:

• 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 not designated as a hedging instrument are recognized in earnings in other expense, net on the Consolidated Statements of Income.

Realized gains and losses on a derivative are reported on the Consolidated Statements of Cash Flows consistent with the underlying hedged item.

For derivatives designated as hedges, we assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

F-25

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Highly effective means that cumulative changes in the fair value of the derivative are between 85% - 125% of the cumulative changes in the fair value of the hedged item. The ineffective portion of a derivative’s gain or loss, if any, is recorded in earnings in other expense, net on the Consolidated Statements of Income. In addition, when we determine that a derivative is not highly effective as a hedge, hedge accounting is discontinued. When it is probable that a hedged forecasted transaction will not occur, we discontinue hedge accounting for the affected portion of the forecasted transaction, and reclassify gains or losses that were accumulated in AOCI to earnings in other expense, net on the Consolidated Statements of Income.

Interest Rate Risk

Our borrowings are subject to interest rate risk. We use interest-rate swap agreements, which effectively convert the fixed rate on long-term debt to a floating interest rate, to manage our interest rate exposure. The agreements are designated as fair value hedges. We held interest-rate swap agreements that effectively converted approximately 62% at December 31, 2012, and 74% at December 31, 2011, of our outstanding long-term, fixed-rate borrowings to a variable interest rate based on LIBOR. Our total exposure to floating interest rates was approximately 69% at December 31, 2012, and 82% at December 31, 2011; however, in January 2013, we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000.

In March 2012, we terminated two of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $350. As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value of our debt was $46.1, which is being amortized as a reduction to interest expense over the remaining term of the underlying debt obligations through March 2019. We incurred termination fees of $2.5 which were recorded in other expense, net. For the year ended December 31, 2012, the net impact of the gain amortization was $4.4. The interest-rate swap agreements were terminated in order to increase our ratio of fixed-rate debt.

At December 31, 2012, we had interest-rate swap agreements designated as fair value hedges of fixed-rate debt, with notional amounts totaling $1,375. Unrealized gains were $93.1 at December 31, 2012, of which $90.3 were included within long-term debt and $2.8 were included within debt maturing within one year. Unrealized gains were $147.6 at December 31, 2011, and were included within long-term debt. During 2012 and 2011, we recorded a net loss of $8.4 and a net gain of $53.2, respectively, in interest expense for these interest-rate swap agreements designated as fair value hedges. The impact on interest expense of these interest-rate swap agreements was offset by an equal and offsetting impact in interest expense on our fixed-rate debt.

At times, we may de-designate the hedging relationship of a receive-fixed/pay-variable interest-rate swap agreement. In these cases, we enter into receive-variable/pay-fixed interest-rate swap agreements that are designated to offset the gain or loss on the de-designated contract. At December 31, 2012, we had interest-rate swap agreements that are not designated as hedges with notional amounts totaling $250. Unrealized losses on these agreements were immaterial at December 31, 2012 and 2011. During 2012, we recorded an immaterial net gain in other expense, net associated with these undesignated interest-rate swap agreements.

There was no hedge ineffectiveness for the years ended December 31, 2012, 2011 and 2010, related to these interest-rate swaps.

During 2007, we entered into treasury lock agreements (the "2007 locks") with notional amounts totaling $500.0 that expired on July 31, 2008. The 2007 locks were designated as cash flow hedges of the anticipated interest payments on $250.0 principal amount of the 2013 Notes and $250.0 principal amount of the 2018 Notes. The losses on the 2007 locks of $38.0 were recorded in AOCI. $19.2 of the losses are being amortized to interest expense over five years and $18.8 are being amortized over ten years.

During 2005, we entered into treasury lock agreements (the "2005 locks") that we designated as cash flow hedges and used to hedge exposure to a possible rise in interest rates prior to the anticipated issuance of ten- and 30-year bonds. In December 2005, we decided that a more appropriate strategy was to issue five-year bonds given our strong cash flow and high level of cash and cash equivalents. As a result of the change in strategy, in December 2005, we de-designated the 2005 locks as hedges and reclassified the gain of $2.5 on the 2005 locks from AOCI to other expense, net. Upon the change in strategy in December 2005, we entered into a treasury lock agreement (the "additional 2005 locks") with a notional amount of $250.0 designated as a cash flow hedge of the $500.0 principal amount of five-year notes payable issued in January 2006. The loss on the additional 2005 locks of $1.9 was recorded in AOCI and has been amortized to interest expense over five years.

During 2003, we entered into treasury lock agreements (the "2003 locks") that we designated as cash flow hedges and used to hedge the exposure to the possible rise in interest rates prior to the issuance of the 4.625% Notes. The loss on the 2003 locks of $2.6 was recorded in AOCI and is being amortized to interest expense over ten years.

F-26

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of December 31, 2012, we expect to reclassify $1.7, net of taxes, of net losses on derivative instruments designated as cash flow hedges from AOCI to earnings during the next 12 months.

For the years ended December 31, 2012 and 2011, treasury lock agreements impacted AOCI as follows:

	2012			2011
Net unamortized losses at beginning of year, net of taxes of $5.8 and $7.9	$	(10.7	)	$	(14.6	)
Reclassification of net losses to earnings, net of taxes of $2.1 and $2.1	3.9			3.9
Net unamortized losses at end of year, net of taxes of $3.7 and $5.8	$	(6.8	)	$	(10.7	)

Foreign Currency Risk

At December 31, 2012, the primary currencies for which we had net underlying foreign currency exchange rate exposures were the Argentine peso, Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese renminbi, Colombian peso, the Czech Republic koruna, the euro, Mexican peso, New Zealand dollar, Peruvian new sol, Philippine peso, Polish zloty, Russian ruble, South Africa rand, Turkish lira, Ukrainian hryvnia, and Venezuelan bolívar. We use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At December 31, 2012, we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $315.3 for the euro, British pound, Mexican peso, Peruvian new sol, the Czech Republic koruna, Polish zloty, Romanian leu, and New Zealand dollar.

We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans. These contracts are not designated as hedges. The change in fair value of these contracts is immediately recognized in earnings and substantially offsets the foreign currency impact recognized in earnings relating to the intercompany loans. During 2012 and 2011, we recorded gains of $7.6 and $8.7, respectively, in other expense, net related to these undesignated foreign exchange forward contracts. Also during 2012 and 2011, we recorded losses of $4.6 and $3.2, respectively, related to the intercompany loans, caused by changes in foreign currency exchange rates.

We also have used foreign exchange forward contracts and foreign currency-denominated debt to hedge the foreign currency exposure related to the net assets of foreign subsidiaries, which were effective as hedges. Gains of $4.3 for 2012 and $2.8 for 2011, and a loss of $3.7 for 2010, related to the effective portions of these hedges were included in foreign currency translation adjustments within AOCI on the Consolidated Balance Sheets. During 2010 a loss of $20.1 was reclassified from AOCI to discontinued operations due to the sale of Avon Japan. During 2011, we identified an out-of-period adjustment relating to balances included in AOCI relating to Avon Japan. See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

Credit Risk of Financial Instruments

We attempt to minimize our credit exposure to counterparties by entering into derivative transactions and similar agreements with major international financial institutions with "A" or higher credit ratings as issued by Standard & Poor’s Corporation. Our foreign currency and interest rate derivatives are comprised of over-the-counter forward contracts, swaps or options with major international financial institutions. Although our theoretical credit risk is the replacement cost at the then estimated fair value of these instruments, we believe that the risk of incurring credit risk losses is remote and that such losses, if any, would not be material.

Non-performance of the counterparties on the balance of all the foreign exchange and interest rate agreements would have resulted in a write-off of $99.7 at December 31, 2012. In addition, in the event of non-performance by such counterparties, we would be exposed to market risk on the underlying items being hedged as a result of changes in foreign exchange and interest rates; however, as mentioned above, in January 2013 we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000. As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value of our debt was $90.4, which will be amortized as a reduction to interest expense over the remaining term of the underlying debt obligations.

NOTE 9. Fair Value

Assets and Liabilities Recorded at Fair Value

The fair value measurement provisions required by the Fair Value Measurements and Disclosures Topic of the Codification establish a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

• Level 1 - Quoted prices in active markets for identical assets or liabilities.

F-27

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• 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.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:

	Level 1		Level 2		Total
Assets:
Money market funds	$	26.9	$	—	$	26.9
Available-for-sale securities	1.9		—		1.9
Interest-rate swap agreements	—		94.8		94.8
Foreign exchange forward contracts	—		4.9		4.9
Total	$	28.8	$	99.7	$	128.5
Liabilities:
Interest-rate swap agreements	$	—	$	1.7	$	1.7
Foreign exchange forward contracts	—		1.5		1.5
Total	$	—	$	3.2	$	3.2

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	1.8	$	—	$	1.8
Interest-rate swap agreements	—		153.6		153.6
Foreign exchange forward contracts	—		5.6		5.6
Total	$	1.8	$	159.2	$	161.0
Liabilities:
Interest-rate swap agreements	$	—	$	6.0	$	6.0
Foreign exchange forward contracts	—		10.5		10.5
Total	$	—	$	16.5	$	16.5

The tables above exclude our pension and postretirement plan assets. Refer to Note 12, Employee Benefit Plans, for the fair value hierarchy for our plan assets. The money market funds are held in a Healthcare trust in order to fund future benefit payments for both active and retiree benefit plans (see Note 12, Employee Benefit Plans). The available-for-sale securities include securities held in a trust in order to fund future benefit payments for non-qualified retirement plans (see Note 12, Employee Benefit Plans). The foreign exchange forward contracts and interest-rate swap agreements are hedges of either recorded assets or liabilities or anticipated transactions. The underlying hedged assets and liabilities or anticipated transactions are not reflected in the table above (see Note 8, Financial Instruments and Risk Management).

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis

December 31, 2012 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	44.6	$	44.6
Silpada indefinite-lived trademark	—		—		40.0		40.0
Silpada finite-lived customer relationships	—		—		40.0		40.0
Total	$	—	$	—	$	124.6	$	124.6

F-28

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In the fourth quarter of 2012, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill, indefinite-lived trademark, and finite-lived customer relationships associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $116.7 to its estimated fair value of $44.6, resulting in a non-cash impairment charge of $72.1. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $85.0 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $45.0, and the carrying amount of Silpada’s finite-lived customer relationships was reduced from $131.9 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $91.9.

September 30, 2012 - China

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
China goodwill	$	—	$	—	$	37.3	$	37.3
Total	$	—	$	—	$	37.3	$	37.3

In the third quarter of 2012, we completed an interim impairment assessment of the fair value of goodwill related to China and subsequently determined that the goodwill associated with China was impaired. As a result, the carrying amount of China’s goodwill was reduced from $81.3 to its estimated fair value of $37.3, resulting in a non-cash impairment charge of $44.0.

December 31, 2011 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2011, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	116.7	$	116.7
Silpada indefinite-lived trademark	—		—		85.0		85.0
Total	$	—	$	—	$	201.7	$	201.7

In the fourth quarter of 2011, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill and an indefinite-lived trademark associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $314.7 to its estimated fair value of $116.7, resulting in a non-cash impairment charge of $198.0. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $150.0 to its estimated fair value of $85.0, resulting in a non-cash impairment charge of $65.0.

Fair Value Measurement - Silpada and China

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a DCF approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a business, and is most consistent with the approach a marketplace participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

See Note 17, Goodwill and Intangible Assets for further information on Silpada and China.

F-29

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, money market funds, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt, foreign exchange forwards contracts, and interest-rate swap agreements. The carrying value for cash and cash equivalents, accounts receivable, accounts payable, and short-term investments approximate fair value because of the short-term nature of these instruments. The net asset (liability) amounts recorded in the balance sheet (carrying amount) and the estimated fair values of our remaining financial instruments at December 31 consisted of the following:

	2012		2011
	Carrying Amount	Fair Value	Carrying Amount		Fair Value
Available-for-sale securities	1.9	1.9	1.8		1.8
Money market funds	26.9	26.9	—		—
Debt maturing within one year(1)	572.0	572.2	849.3		849.3
Long-term debt(1)	2,623.9	2,547.8	2,459.1		2,445.2
Foreign exchange forward contracts	3.4	3.4	(4.9	)	(4.9	)
Interest-rate swap agreements	93.1	93.1	147.6		147.6

(1) The carrying value of debt maturing within one year and long-term debt is net of related discount or premium as well as unrealized gains from interest-rate swap agreements.

The methods and assumptions used to estimate fair value are as follows:

Available-for-sale securities and money market funds - The fair values of these investments were the quoted market prices for issues listed on securities exchanges.

Debt maturing within one year and long-term debt - The fair values of all debt and other financing were determined using Level 2 inputs based on indicative market prices.

Foreign exchange forward contracts - The fair values of forward contracts were estimated based on quoted forward foreign exchange prices at the reporting date.

Interest-rate swap agreements - The fair values of interest-rate swap agreements were estimated based on LIBOR yield curves at the reporting date.

NOTE 10. Share-Based Compensation Plans

The Avon Products, Inc. 2010 Stock Incentive Plan (the "2010 Plan"), which is a shareholder approved plan, provides for several types of share-based incentive compensation awards including stock options, stock appreciation rights, restricted stock, restricted stock units and performance restricted stock units. Under the 2010 Plan, the maximum number of shares that may be awarded is 32,000,000 shares, where the maximum number of shares are reduced as follows: (i) in the case of the grant of an award of an option or Stock Appreciation Right ("SAR"), by each share of stock subject to such an award and (ii) in the case of the grant of an award payable in stock other than an option or SAR by 2.33 multiplied by each share of stock subject to such award. Shares issued under share-based awards will be primarily funded with issuance of new shares.

We have issued stock options, stock appreciation rights, restricted stock units and performance restricted stock units under the 2010 Plan. Stock option awards are granted with an exercise price equal to the closing market price of our stock at the date of grant. Those option awards and stock appreciation rights generally vest in thirds over the three-year period following each option grant date and have ten-year contractual terms. Restricted stock units granted to Associates generally vest and settle after three years. Restricted stock units awarded to non-management directors generally vest in approximately one year and settle upon a director's departure from the Board of Directors. Performance restricted stock units generally vest after three years only upon the satisfaction of certain performance conditions.

For the years ended December 31:

	2012		2011		2010
Compensation cost for stock options, stock appreciation rights and restricted stock units	$	41.1	$	36.6	$	57.6
Total income tax benefit recognized for share-based arrangements	13.0		11.7		18.7

F-30

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

All of the compensation cost for stock options, stock appreciation rights, and restricted stock units for 2012, 2011, and 2010 was recorded in selling, general and administrative expenses. For the years ended December 31, 2012, 2011, and 2010, we have determined that we have a pool of windfall tax benefits.

Stock Options

The fair value of each option is estimated on the date of grant using a Black-Scholes-Merton option-pricing model with the following weighted-average assumptions for options granted during the years ended December 31:

	2012		2011		2010
Risk-free rate(1)	.7	%	1.8	%	1.9	%
Expected term(2)	4 years		4 years		4 years
Expected volatility(3)	38	%	38	%	38	%
Expected dividends(4)	5.0	%	3.0	%	3.0	%

(1) The risk-free rate was based upon the rate on a zero coupon U.S. Treasury bill, for periods within the contractual life of the option, in effect at the time of grant.

(2) The expected term of the option was based on historical employee exercise behavior, the vesting terms of the respective option and a contractual life of 10 years.

(3) Expected volatility was based on the weekly historical volatility of our stock price, over a period similar to the expected life of the option.

(4) Assumed the then-current cash dividends of $.23 during 2012, $.23 during 2011 and $.22 during 2010 per share each quarter on our common stock for options granted during those years.

The weighted-average grant-date fair values per share of options granted were $3.55 during 2012, $6.51 during 2011 and $7.91 during 2010.

A summary of stock options as of December 31, 2012, and changes during 2012, is as follows:

	Shares (in 000’s)		Weighted- Average Exercise Price		Weighted- Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2012	28,361		$	31.30
Granted	1,775		18.24
Exercised	(556	)	15.50
Forfeited	(377	)	23.63
Expired	(2,913	)	29.69
Outstanding at December 31, 2012	26,290		$	31.00	4.3	$	2.2
Exercisable at December 31, 2012	22,580		$	31.76	3.8	$	.1

At December 31, 2012, there was approximately $3.8 of unrecognized compensation cost related to stock options outstanding. That cost is expected to be recognized over a weighted-average period of 1.3 years. We recognize expense on stock options using a graded vesting method, which recognizes the associated expense based on the timing of option vesting dates.

Cash proceeds, tax benefits, and intrinsic value related to total stock options exercised during 2012, 2011, and 2010, were as follows:

	2012			2011		2010
Cash proceeds from stock options exercised	$	8.6		$	16.8	$	23.9
Tax (obligation)/ benefit realized for stock options exercised	(3.7		)	1.3		3.3
Intrinsic value of stock options exercised	2.2			10.0		14.6

Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units

The fair value of restricted stock units and performance restricted stock units granted was determined based on the closing price of our common stock on the date of grant.

F-31

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In March 2011 we granted performance restricted stock units that vest after three years only upon the satisfaction of certain performance conditions. We accrue compensation cost if it is probable that the performance conditions will be achieved and reassess whether achievement of the performance conditions are probable at each reporting period. In the fourth quarter of 2011, we assessed that it is no longer probable that we would meet the specified performance conditions, and reversed the compensation cost recognized to-date.

In March 2012, we granted performance restricted stock units that vest after three years only upon the satisfaction of certain performance conditions. Later in March 2012, we amended one of these performance conditions associated with this award. As a result, the incremental compensation cost associated with this modification totaled $.9, of which $.3 was recognized in 2012. We currently believe that the achievement of the performance conditions is probable.

A summary of restricted stock and restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Restricted Stock And Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012	3,317		$	23.88
Granted	1,792		18.13
Vested	(1,233	)	17.41
Forfeited	(409	)	24.07
December 31, 2012	3,467		$	23.18

A summary of performance restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Performance Restricted Stock Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012(1)	1,021		$	27.72
Granted	1,998		19.45
Vested	—		—
Forfeited	(110	)	23.80
December 31, 2012(1)	2,909		$	22.19

(1) Based on target payout

The total fair value of restricted stock units that vested during 2012 was $22.8, based upon market prices on the vesting dates. At December 31, 2012, there was approximately $43.7 of unrecognized compensation cost related to restricted stock, restricted stock units and performance restricted stock units compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.8 years.

In addition to the amounts in the table above, in April 2012 we granted 200,000 restricted stock units that will be funded with treasury shares, outside of the 2010 Plan, in reliance upon The New York Stock Exchange rules. These restricted stock units have a weighted-average grant-date fair value of $21.69 and vest and settle ratably over five years. During 2012, we recognized compensation cost of $1.4 for these restricted stock units. At December 31, 2012, there was $2.9 of unrecognized compensation cost related to these restricted stock units.

NOTE 11. Stock Repurchase Program

In October 2007, our Board of Directors approved a five-year $2,000.0 share repurchase program ("$2.0 billion program") which began in December 2007. The program expired on December 17, 2012. We repurchased approximately 4.8 million shares for $180.8 under the $2.0 billion program through its expiration.

NOTE 12. Employee Benefit Plans

Savings Plan

We offer a qualified defined contribution plan for U.S.-based employees, the Avon Personal Savings Account Plan (the "PSA"), which allows eligible participants to contribute up to 25% of eligible compensation through payroll deductions. We match employee contributions dollar for dollar up to the first 3% of eligible compensation and fifty cents for each dollar contributed from 4% to 6% of eligible compensation. We made matching contributions in cash to the PSA of $12.2 in 2012, $12.6 in 2011 and $12.5 in 2010, which were then used by the PSA to purchase our shares in the open market through June 30, 2011.

F-32

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Beginning July 1, 2011, matching contributions follow the same allocation as the participant has selected for his or her own contributions.

Defined Benefit Pension and Postretirement Plans

Avon and certain subsidiaries have contributory and noncontributory retirement plans for substantially all employees of those subsidiaries. Benefits under these plans are generally based on an employee’s years of service and average compensation near retirement. Plans are funded based on legal requirements and cash flow.

We provide 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. In the U.S., the cost of such health care benefits is shared by us and our retirees for employees hired on or before January 1, 2005. Employees hired after January 1, 2005, will pay the full cost of the health care benefits upon retirement. In August 2009, we announced changes to our postretirement medical and life insurance benefits offered to U.S. retirees. The changes to the retiree medical benefits reduced the plan’s obligations by $36.3. This amount is being amortized as a negative prior service cost over the average future service of active participants which is approximately 12 years. The changes to the retiree life insurance benefits reduced the plan’s obligations by $27.7. This amount was amortized as a negative prior service cost over 3.3 years, which was the remaining term of the plan.

We are required, among other things, to recognize the funded status of pension and other postretirement benefit plans on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The recognition of prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status, are recognized as components of accumulated other comprehensive income, net of tax, in shareholders’ equity, until they are amortized as a component of net periodic benefit cost. We recognize prior service costs or credits and actuarial gains and losses beyond a 10% corridor to earnings based on the estimated future service period of the participants. The determination of the 10% corridor utilizes a calculated value of plan assets for our more significant plans, whereby gains and losses are smoothed over three- and five-year periods.

Reconciliation of Benefit Obligations, Plan Assets and Funded Status

The following table summarizes changes in the benefit obligation, plan assets and the funded status of our significant pension and postretirement plans. We use a December 31 measurement date for all of our employee benefit plans.

F-33

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Pension Plans
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012			2011			2012			2011			2012			2011
Change in Benefit Obligation:
Beginning balance	$	(753.7	)	$	(702.6	)	$	(746.7	)	$	(720.3	)	$	(132.3	)	$	(133.0	)
Service cost	(15.1		)	(12.8		)	(18.0		)	(15.4		)	(1.9		)	(2.0		)
Interest cost	(29.6		)	(32.6		)	(39.8		)	(39.7		)	(5.8		)	(6.4		)
Actuarial loss	(68.7		)	(89.9		)	(49.6		)	(21.5		)	(7.4		)	(1.9		)
Plan participant contributions	—			—			(2.3		)	(2.5		)	(3.3		)	(4.0		)
Benefits paid	75.2			83.9			48.7			42.1			12.6			14.1
Plan amendments	—			—			(4.8		)	4.6			—			—
Curtailments	(.4		)	.3			1.2			—			(.2		)	(.2		)
Special termination benefits	(.4		)	—			—			—			(.2		)	—
Foreign currency changes and other	—			—			(27.2		)	6.0			.4			1.1
Ending balance	$	(792.7	)	$	(753.7	)	$	(838.5	)	$	(746.7	)	$	(138.1	)	$	(132.3	)
Change in Plan Assets:
Beginning balance	$	493.4		$	451.7		$	536.4		$	540.6		$	42.6		$	43.7
Actual return on plan assets	67.0			37.0			57.7			(.1		)	2.7			(1.1		)
Company contributions	44.0			88.6			40.7			38.4			(36.0		)	10.1
Plan participant contributions	—			—			2.3			2.5			3.3			4.0
Benefits paid	(75.2		)	(83.9		)	(48.7		)	(42.1		)	(12.6		)	(14.1		)
Foreign currency changes and other	—			—			20.9			(2.9		)	—			—
Ending balance	$	529.2		$	493.4		$	609.3		$	536.4		$	—		$	42.6
Funded Status:
Funded status at end of year	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Amount Recognized in Balance Sheet:
Other assets	$	—		$	—		$	2.0		$	2.7		$	—		$	—
Accrued compensation	(23.1		)	(7.9		)	(2.5		)	(12.7		)	(9.4		)	(4.6		)
Employee benefit plans liability	(240.4		)	(252.4		)	(228.8		)	(200.3		)	(128.7		)	(85.1		)
Net amount recognized	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Pretax Amounts Recognized in Accumulated Other Comprehensive Loss:
Net actuarial loss	$	483.6		$	489.6		$	314.8		$	294.6		$	52.6		$	52.3
Prior service credit	(.7		)	(1.0		)	(8.2		)	(14.9		)	(38.3		)	(53.0		)
Transition obligation	—			—			.2			.2			—			—
Total pretax amount recognized	$	482.9		$	488.6		$	306.8		$	279.9		$	14.3		$	(.7	)
Supplemental Information:
Accumulated benefit obligation	$	776.5		$	737.3		$	768.5		$	680.9		N/A			N/A
Plans with Projected Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	822.6		$	730.2		N/A			N/A
Fair value plan assets	529.2			493.4			591.3			517.1			N/A			N/A
Plans with Accumulated Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	809.4		$	720.1		N/A			N/A
Accumulated benefit obligation	776.5			737.3			761.9			675.9			N/A			N/A
Fair value plan assets	529.2			493.4			581.5			508.6			N/A			N/A

The U.S. pension plans include funded qualified plans and unfunded non-qualified plans. As of December 31, 2012, the U.S. qualified pension plans had benefit obligations of $728.8 and plan assets of $529.2. As of December 31, 2011, the U.S. qualified pension plans had benefit obligations of $683.5 and plan assets of $493.4. We believe we have adequate investments and cash flows to fund the liabilities associated with the unfunded non-qualified plans.

During the second quarter of 2012, approximately $40 of assets previously designated and intended to be used solely for postretirement benefits were transferred to a trust that funds both active and retiree benefits (the "healthcare trust"). We treated the transfer of these assets as a negative contribution in our net benefit obligation. At December 31, 2012, the balance in this healthcare trust was $26.9.

F-34

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss

	Pension Benefits
	U.S. Plans									Non-U.S. Plans									Postretirement Benefits
	2012			2011			2010			2012			2011			2010			2012			2011			2010
Net Periodic Benefit Cost:
Service cost	$	15.1		$	12.8		$	11.9		$	18.0		$	15.4		$	14.6		$	1.9		$	2.0		$	2.0
Interest cost	29.6			32.6			35.6			39.8			39.7			39.3			5.8			6.4			7.1
Expected return on plan assets	(36.0		)	(36.2		)	(36.9		)	(39.1		)	(41.1		)	(37.7		)	—			(2.2		)	(2.4		)
Amortization of prior service credit	(.3		)	(.3		)	(.3		)	(1.3		)	(1.6		)	(1.3		)	(13.2		)	(16.0		)	(17.0		)
Amortization of net actuarial losses	43.7			45.4			38.5			17.6			13.5			13.0			4.1			3.2			3.5
Amortization of transition obligation	—			—			—			—			.1			.1			—			—			—
Settlements/curtailments	.8			(.3		)	1.2			1.9			1.4			1.6			(1.0		)	(.8		)	—
Other	—			—			—			.7			.6			.6			—			—			—
Net periodic benefit cost	$	52.9		$	54.0		$	50.0		$	37.6		$	28.0		$	30.2		$	(2.4	)	$	(7.4	)	$	(6.8	)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss:
Actuarial losses (gains)	$	37.7		$	89.2		$	20.9		$	31.0		$	62.7		$	(3.0	)	$	4.7		$	5.2		$	(3.8	)
Prior service cost (credit)	—			—			(.2		)	4.8			(4.6		)	—			—			—			—
Amortization of prior service credit	.3			.2			.3			2.4			1.6			1.3			14.6			17.0			17.0
Amortization of net actuarial losses	(43.7		)	(45.4		)	(38.4		)	(21.8		)	(14.8		)	(14.5		)	(4.1		)	(3.2		)	(3.6		)
Amortization of transition obligation	—			—			—			—			(.1		)	(.1		)	—			—			—
Settlements/curtailments	—			—			.2			—			—			—			—			—			—
Foreign currency changes	—			—			—			10.4			(2.9		)	(9.5		)	(.2		)	(.3		)	.1
Total recognized in other comprehensive loss*	(5.7		)	44.0			(17.2		)	26.8			41.9			(25.8		)	15.0			18.7			9.7
Total recognized in net periodic benefit cost and other comprehensive loss	$	47.2		$	98.0		$	32.8		$	64.4		$	69.9		$	4.4		$	12.6		$	11.3		$	2.9

* Amounts represent the pre-tax effect included within other comprehensive loss. The net of tax amounts are included within the Consolidated Statements of Changes in Shareholders’ Equity.

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2013 are as follows:

	Pension Benefits
	U.S. Plans			Non-U.S. Plans			Postretirement Benefits
Net actuarial loss	$	45.1		$	18.9		$	3.3
Prior service credit	(.3		)	(1.1		)	(4.8		)
Transition obligation	—			—			—

Assumptions

Weighted-average assumptions used to determine benefit obligations recorded on the Consolidated Balance Sheets as of December 31 were as follows:

	Pension Benefits								Postretirement
	U.S. Plans				Non-U.S. Plans				Benefits
	2012		2011		2012		2011		2012		2011
Discount rate	3.55	%	4.10	%	4.63	%	5.30	%	3.99	%	4.66	%
Rate of compensation increase	3.86	%	3.82	%	3.88	%	4.13	%	N/A		N/A

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 most significant plans were based on the internal rate of return for a portfolio of high-quality bonds with maturities that are consistent with the projected

F-35

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

future benefit payment obligations of each plan. The weighted-average discount rate for U.S. and non-U.S. plans determined on this basis has decreased to 4.11% at December 31, 2012, from 4.69% at December 31, 2011.

Weighted-average assumptions used to determine net benefit cost recorded in the Consolidated Statements of Income for the years ended December 31 were as follows:

	Pension Benefits
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Discount rate	4.10	%	4.80	%	5.35	%	5.30	%	5.60	%	6.04	%	4.66	%	5.28	%	5.83	%
Rate of compensation increase	3.82	%	4.00-6.00%		4.00-6.00%		4.13	%	4.00	%	4.04	%	N/A		N/A		N/A
Rate of return on assets	7.75	%	8.00	%	8.00	%	6.85	%	7.16	%	7.31	%	N/A		N/A		N/A

In determining the long-term rates of return, we consider the nature of each plan’s investments, an expectation for each plan’s investment strategies, historical rates of return and current economic forecasts, among other factors. We evaluate the expected rate of return on plan assets annually and adjust as necessary. In determining the net cost for the year ended December 31, 2012, the assumed rate of return on assets globally was 7.28%, which represents the weighted-average rate of return on all plan assets, including the U.S. and non-U.S. plans.

The assumed rate of return for determining 2012 net costs for the U.S. plan was 7.75%. In addition, the current rate of return assumption for the U.S. plan 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). Similar assessments were performed in determining rates of return on non-U.S. pension plan assets, to arrive at our weighted-average assumed rate of return of 6.85% for determining 2012 net cost.

Plan Assets

Our U.S. and non-U.S. funded pension and postretirement plans target and weighted-average asset allocations at December 31, 2012 and 2011, by asset category were as follows:

	U.S. Pension Plan						Non-U.S. Pension Plans						U.S. Postretirement Plan
	% of Plan Assets						% of Plan Assets						% of Plan Assets
	Target		at Year End				Target		at Year End				Target	at Year End
Asset Category	2013		2012		2011		2013		2012		2011		2013	2012	2011
Equity securities	55-60%		58	%	57	%	55-65%		60	%	61	%	N/A	N/A	47	%
Debt securities	30-35		34		35		30-40		33		32		N/A	N/A	53
Real Estate	—		—		—		—		2		3		N/A	N/A	—
Other	5-10		8		8		0-10		5		4		N/A	N/A	—
Total	100	%	100	%	100	%	100	%	100	%	100	%	N/A	N/A	100	%

F-36

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2012:

	U.S. Pension Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	186.4	$	186.4
International equity	—		71.0		71.0
Emerging markets	—		50.5		50.5
	—		307.9		307.9
Fixed Income Securities:
Corporate bonds	—		148.0		148.0
Government securities	—		72.2		72.2
	—		220.2		220.2
Cash	1.1		—		1.1
Total	$	1.1	$	528.1	$	529.2

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	71.3	$	—	$	71.3
International equity	—		297.4		—		297.4
	—		368.7		—		368.7
Fixed Income Securities:
Corporate bonds	—		85.9		—		85.9
Government securities	—		113.3		—		113.3
Other	—		11.5		—		11.5
	—		210.7		—		210.7
Other:
Cash	16.4		—		—		16.4
Real estate	—		—		13.1		13.1
Other	—		—		.4		.4
	16.4		—		13.5		29.9
Total	$	16.4	$	579.4	$	13.5	$	609.3

As mentioned above, during the second quarter of 2012 approximately $40 of assets previously designated and intended to be used solely for postretirement benefits were transferred to a trust that funds both active and retiree benefits (the "healthcare trust"). At December 31, 2012, there were no U.S. or non-U.S. postretirement assets.

F-37

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2011:

	U.S. Pension and Postretirement Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	193.3	$	193.3
International equity	—		64.4		64.4
Emerging markets	—		42.7		42.7
	—		300.4		300.4
Fixed Income Securities:
Corporate bonds	—		180.7		180.7
Government securities	—		53.3		53.3
	—		234.0		234.0
Cash	1.6		—		1.6
Total	$	1.6	$	534.4	$	536.0

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	104.4	$	—	$	104.4
International equity	14.7		206.2		—		220.9
	14.7		310.6		—		325.3
Fixed Income Securities:
Corporate bonds	—		64.3		—		64.3
Government securities	—		103.4		—		103.4
Other	—		7.9		—		7.9
	—		175.6		—		175.6
Other:
Cash	19.6		—		—		19.6
Real estate	—		—		14.6		14.6
Other	—		—		1.3		1.3
	19.6		—		15.9		35.5
Total	$	34.3	$	486.2	$	15.9	$	536.4

At December 31, 2011, there were no non-U.S. postretirement assets.

A reconciliation of the beginning and ending balances for our Level 3 investments is provided in the table below:

	Amount
Balance as of January 1, 2011	$	15.4
Actual return on plan assets held	.4
Foreign currency changes	.1
Balance as of December 31, 2011	15.9
Actual return on plan assets held	(2.6		)
Foreign currency changes	.2
Balance as of December 31, 2012	$	13.5

Investments in equity securities classified as Level 1 in the fair value hierarchy are valued at quoted market prices. Investments in equity securities classified as Level 2 in the fair value hierarchy include collective funds that are valued at quoted market

F-38

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

prices for non-active securities. Fixed income securities are based on broker quotes for non-active securities. Mutual funds are valued at quoted market prices. Real estate is valued by reference to investment and leasing transactions at similar types of property, supplemented by third party appraisals.

The overall objective of our U.S. pension plan is to provide the means to pay benefits to participants and their beneficiaries in the amounts and at the times called for by the plan. This is expected to be achieved through the investment of our contributions and other trust assets and by utilizing investment policies designed to achieve adequate funding over a reasonable period of time.

Pension trust assets are invested so as to achieve a return on investment, based on levels of liquidity and investment risk that are prudent and reasonable as circumstances change from time to time. While we recognize the importance of the preservation of capital, we also adhere to the theory of capital market pricing which maintains that varying degrees of investment risk should be rewarded with compensating returns. Consequently, prudent risk-taking is justifiable.

The asset allocation decision includes consideration of the non-investment aspects of the Avon Products, Inc. Personal Retirement Account Plan, including future retirements, lump-sum elections, growth in the number of participants, company contributions, and cash flow. These characteristics of the plan place certain demands upon the level, risk, and required growth of trust assets. We regularly conduct analyses of the plan’s current and likely future financial status by forecasting assets, liabilities, benefits and company contributions over time. In so doing, the impact of alternative investment policies upon the plan’s financial status is measured and an asset mix which balances asset returns and risk is selected.

Our decision with regard to asset mix is reviewed periodically. Asset mix guidelines include target allocations and permissible ranges for each asset category. Assets are monitored on an ongoing basis and rebalanced as required to maintain an asset mix within the permissible ranges. The guidelines will change from time to time, based on an ongoing evaluation of the plan’s tolerance of investment risk.

Cash flows

We expect to make contributions in the range of $55 to $60 to our U.S. pension and postretirement plans and in the range of $40 to $45 to our international pension and postretirement plans during 2013.

Total benefit payments expected to be paid from the plans are as follows:

	Pension Benefits
	U.S. Plans		Non-U.S. Plans		Total		Postretirement Benefits
2013	$	92.8	$	38.3	$	131.1	$	9.4
2014	61.5		39.7		101.2		9.4
2015	58.1		40.4		98.5		9.5
2016	56.3		42.9		99.2		9.5
2017	55.3		44.0		99.3		9.4
2018 - 2022	261.5		268.3		529.8		43.9

Postretirement Benefits

For 2012, the assumed rate of future increases in the per capita cost of health care benefits (the health care cost trend rate) was 9.7% for all claims and is assumed to gradually decrease each year thereafter to 5.1% in 2017 and beyond for our U.S. plan. A one-percentage point change in the assumed health care cost trend rates for all postretirement plans would have the following effects:

	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	.2	$	(.2	)
Effect on postretirement benefit obligation	2.5		(2.3		)

Postemployment Benefits

We provide postemployment benefits, which include salary continuation, severance benefits, disability benefits, continuation of health care benefits and life insurance coverage (through the end of 2012 only) to eligible former employees after employment

F-39

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

but before retirement. The accrued cost for postemployment benefits was $52.2 at December 31, 2012 and $69.5 at December 31, 2011, and was included in employee benefit plans liability.

Supplemental Retirement Programs

We offer a non-qualified deferred compensation plan, the Avon Products, Inc. Deferred Compensation Plan (the "DCP"), for certain higher paid key employees. The DCP is an unfunded, unsecured plan for which obligations are paid to participants out of our general assets. The DCP allows for the deferral of up to 50% of a participant’s base salary, the deferral of up to 100% of incentive compensation bonuses, the deferral of performance restricted stock units for certain employees, and the deferral of contributions that would normally have been made to the PSA but are not deferred because the amount was in excess of U.S. Internal Revenue Code limits on contributions to the PSA. Participants may elect to have their deferred compensation invested in one or more of three investment alternatives. Expense associated with the DCP was $1.7 for 2012, $1.4 for 2011, and $3.3 for 2010. The accrued liability for the DCP was $69.7 at December 31, 2012 and $75.7 at December 31, 2011 and was included in other liabilities.

We maintain supplemental retirement programs consisting of the Supplemental Executive Retirement Plan of Avon Products, Inc. ("SERP") and the Benefit Restoration Pension Plan of Avon Products, Inc. under which non-qualified supplemental pension benefits are paid to higher paid key employees in addition to amounts received under our qualified retirement plan, which is subject to IRS limitations on covered compensation. The annual cost of these programs has been included in the determination of the net periodic benefit cost shown previously and amounted to $8.4 in 2012, $9.8 in 2011 and $10.0 in 2010. The benefit obligation under these programs was $63.9 at December 31, 2012, and $68.4 at December 31, 2011 and was included in employee benefit plans and accrued compensation.

We also maintain a Supplemental Life Plan ("SLIP") under which additional death benefits ranging from $.4 to $2.0 are provided to certain active and retired officers. The SLIP has not been offered to new officers since January 1, 2010.

We established a grantor trust to provide assets that may be used for the benefits payable under the SERP and SLIP. The trust is irrevocable and, although subject to creditors’ claims, assets contributed to the trust can only be used to pay such benefits with certain exceptions. The assets held in the trust are included in other assets and at December 31 consisted of the following:

	2012			2011
Corporate-owned life insurance policies	$	42.7		$	41.9
Cash and cash equivalents	(.1		)	.7
Total	$	42.6		$	42.6

The assets are recorded at fair market value, except for investments in corporate-owned life insurance policies which are recorded at their cash surrender values as of each balance sheet date, which is a proxy of fair value. Changes in the cash surrender value during the period are recorded as a gain or loss in the Consolidated Statements of Income.

NOTE 13. Segment Information

Our reportable segments are based on geographic operations and include commercial business units in Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. The segments have similar business characteristics and each offers similar products through similar customer access methods.

In conjunction with organizational changes, effective in the second quarter of 2012, the results of Central & Eastern Europe and Western Europe, Middle East & Africa were managed as a single operating segment. Accordingly, Europe, Middle East & Africa amounts include the results of Central & Eastern Europe and Western Europe, Middle East & Africa for all periods presented. 

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 Dominican Republic is included in Latin America and excluded from North America for all periods presented.

Global and other expenses include, among other things, costs related to our executive and administrative offices, information technology, research and development, marketing and professional and related fees associated with the Foreign Corrupt Practices Act ("FCPA") investigations and compliance reviews. We allocate certain planned global expenses to our business segments primarily based on planned revenue. The unallocated costs remain as Global and other expenses. We do not allocate to our segments costs of implementing restructuring initiatives related to our global functions or professional and related fees associated with the FCPA investigations and compliance reviews. Costs of implementing restructuring initiatives related to a specific segment are recorded within that segment.

F-40

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The accounting policies of the segments are the same as those described in Note 1, Description of the Business and Summary of Significant Accounting Policies. We evaluate the performance of our segments based on revenues and operating profits or losses. Segment revenues primarily reflect direct sales of products to Representatives based on the Representative’s geographic location. Intersegment sales and transfers are not significant. Each segment records direct expenses related to its employees and its operations.

Summarized financial information concerning our reportable segments as of December 31 is shown in the following tables:

Total Revenue & Operating Profit (Loss)
	2012					2011					2010
	Total Revenue		Operating Profit  (Loss)			Total Revenue		Operating Profit (Loss)			Total Revenue		Operating Profit
Latin America	$	4,993.7	$	443.9		$	5,161.8	$	634.0		$	4,640.0	$	613.3
Europe, Middle East & Africa	2,914.2		312.8			3,122.8		478.9			3,047.9		474.3
North America	1,906.8		(214.9		)	2,064.6		(188.0		)	2,193.5		147.3
Asia Pacific	902.4		5.1			942.4		81.4			981.4		82.6
Total from operations	10,717.1		546.9			11,291.6		1,006.3			10,862.8		1,317.5
Global and other	—		(232.1		)	—		(151.7		)	—		(244.4		)
Total	$	10,717.1	$	314.8		$	11,291.6	$	854.6		$	10,862.8	$	1,073.1

Total Assets
	2012		2011		2010
Latin America	$	2,713.3	$	2,766.4	$	2,778.6
Europe, Middle East & Africa	1,380.2		1,516.2		1,601.2
North America	969.4		1,185.7		1,457.0
Asia Pacific	537.7		628.8		630.6
Total from operations	5,600.6		6,097.1		6,467.4
Global and other	1,781.9		1,637.9		1,406.3
Total assets	$	7,382.5	$	7,735.0	$	7,873.7

Capital Expenditures
	2012		2011		2010
Latin America	$	99.0	$	117.1	$	200.5
Europe, Middle East & Africa	27.1		51.2		54.6
North America	8.9		12.5		18.5
Asia Pacific	4.6		16.0		18.9
Total from operations	139.6		196.8		292.5
Global and other	89.2		79.9		38.7
Total capital expenditures	$	228.8	$	276.7	$	331.2

Depreciation and Amortization
	2012		2011		2010
Latin America	$	74.3	$	72.8	$	54.2
Europe, Middle East & Africa	47.0		60.3		52.1
North America	50.8		60.4		51.4
Asia Pacific	21.2		18.6		16.5
Total from operations	193.3		212.1		174.2
Global and other	36.3		27.5		20.6
Total depreciation and amortization	$	229.6	$	239.6	$	194.8

F-41

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Total Revenue by Major Country
	2012		2011		2010
Brazil	$	2,041.7	$	2,316.3	$	2,182.8
U.S.	1,588.8		1,719.7		1,828.6
All other	7,086.6		7,255.6		6,851.4
Total	$	10,717.1	$	11,291.6	$	10,862.8

A major country is defined as one with total revenues greater than 10% of consolidated total revenues.

Long-Lived Assets by Major Country
	2012		2011		2010
U.S.	$	840.7	$	1,088.7	$	1,297.8
Brazil	409.1		418.8		450.2
All other	1,330.2		1,322.0		1,307.5
Total	$	2,580.0	$	2,829.5	$	3,055.5

A major country is defined as one with long-lived assets greater than 10% of consolidated long-lived assets. Long-lived assets primarily include property, plant and equipment and intangible assets. The U.S. and Brazil’s long-lived assets consist primarily of property, plant and equipment related to manufacturing and distribution facilities.

Revenue by Product Category
	2012		2011		2010
Beauty(1)	$	7,642.7	$	8,067.8	$	7,671.3
Fashion(2)	1,891.7		1,995.5		2,016.5
Home(3)	1,011.7		1,048.7		1,043.5
Net sales	10,546.1		11,112.0		10,731.3
Other revenue(4)	171.0		179.6		131.5
Total revenue	$	10,717.1	$	11,291.6	$	10,862.8

(1) Beauty includes color cosmetics, fragrances, skin care and personal care.

(2) Fashion includes fashion jewelry, watches, apparel, footwear, accessories, and children’s products.

(3) Home includes gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.

(4) Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

NOTE 14. Leases and Commitments

Minimum rental commitments under noncancellable operating leases, primarily for equipment and office facilities at December 31, 2012, are included in the following table under leases. Purchase obligations include commitments to purchase paper, inventory and other services.

Year	Leases			Purchase Obligations
2013	$	114.9		$	423.4
2014	94.0			264.5
2015	75.8			171.8
2016	64.7			104.8
2017	41.7			105.4
Later years	148.5			2.2
Sublease rental income	(18.2		)	—
Total	$	521.4		$	1,072.1

Rent expense was $133.3 in 2012, $138.8 in 2011, and $126.1 in 2010. Plant construction, expansion and modernization projects with an estimated cost to complete of approximately $110.6 were in progress at December 31, 2012.

F-42

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 15. Restructuring Initiatives

2005 and 2009 Restructuring Programs

We launched restructuring programs in late 2005 (the "2005 Restructuring Program") and in February 2009 (the "2009 Restructuring Program"). The 2005 and 2009 Restructuring Programs initiatives include:

• enhancement of organizational effectiveness, including efforts to flatten the organization and bring senior management closer to consumers through a substantial organizational downsizing;

• implementation of a global manufacturing strategy through facilities realignment;

• implementation of additional supply chain efficiencies in distribution;

• restructuring our global supply chain operations;

• realigning certain local business support functions to a more regional base to drive increased efficiencies; and

• streamlining of transactional and other services through outsourcing, moves to lower-cost countries, and reorganizing certain other functions.

We have approved and announced all of the initiatives that are part of our 2005 and 2009 Restructuring Programs. We believe that we have substantially realized the anticipated savings associated with our 2005 Restructuring Program, and we are on track to achieve our anticipated savings associated with our 2009 Restructuring Program. The savings achieved from these Restructuring Programs have been offset by investments in Representative Value Proposition and advertising. Since 2005, we have recorded total costs to implement restructuring initiatives of $527.1 before taxes for actions associated with the 2005 Restructuring Program, but we expect our total costs when fully implemented to be approximately $525 before taxes when considering historical and future costs along with expected gains from sales of properties. With regards to the 2009 Restructuring Program, we have recorded total costs to implement restructuring initiatives of $255.0 before taxes and expect total costs to implement to reach approximately $260 before taxes. We have incurred and will incur other costs to implement restructuring initiatives for other professional services and accelerated depreciation. The future costs are expected to be partially offset by expected gains on the sales of properties exited due to restructuring initiatives.

Restructuring Charges – 2010

During 2010, we recorded total costs to implement of $80.7 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net charge of $41.3 primarily for employee-related costs, including severance and pension benefits;

• implementation costs of $27.7 for professional service fees, primarily associated with our initiatives to outsource certain finance processes, realign certain distribution operations, realign certain support functions to a more regional basis and realign certain manufacturing facilities; and

• accelerated depreciation of $11.7 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations.

Of the total costs to implement, $71.2 was recorded in selling, general and administrative expenses and $9.5 was recorded in cost of sales for 2010.

Restructuring Charges – 2011

During 2011, we recorded total costs to implement of $40.0 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net charge of $3.4 primarily for employee-related costs, including severance and pension benefits;

• implementation costs of $27.2 for professional service fees, primarily associated with our initiatives to outsource certain finance processes and realign certain distribution operations, realign certain support functions to a more regional basis and realign certain manufacturing facilities; and

• accelerated depreciation of $14.6 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations, offset by a net gain of $5.2 primarily due to the sale of a facility in Germany.

Of the total costs to implement, $28.8 was recorded in selling, general and administrative expenses and $11.2 was recorded in cost of sales for 2011.

F-43

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restructuring Charges – 2012

During 2012, we recorded total costs to implement of $.1 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net benefit of $12.1 as a result of adjustments to the reserve, partially offset by employee-related costs;

• implementation costs of $8.9 for professional service fees, primarily associated with our initiatives to outsource certain finance processes and realign certain distribution operations; and

• accelerated depreciation of $4.7 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations, offset by a net gain of $1.4 due to the sale of machinery and equipment in Germany.

Of the total cost to implement, a net benefit of $3.0 was recorded in selling, general and administrative expenses and total costs to implement of $3.1 were recorded in cost of sales for 2012.

The liability balances, which primarily consist of employee-related costs, for the initiatives under the 2005 and 2009 Restructuring Programs are shown below:

	Total
Balance December 31, 2009	$	149.0
2010 Charges	64.6
Adjustments	(23.3		)
Cash payments	(49.2		)
Non-cash write-offs	(1.7		)
Foreign exchange	(3.5		)
Balance December 31, 2010	$	135.9
2011 Charges	25.6
Adjustments	(22.2		)
Cash payments	(64.1		)
Non-cash write-offs	.3
Foreign exchange	(1.6		)
Balance December 31, 2011	$	73.9
2012 Charges	2.3
Adjustments	(14.4		)
Cash payments	(41.5		)
Non-cash write-offs	1.0
Foreign exchange	(.3		)
Balance December 31, 2012	$	21.0

Non-cash write-offs associated with employee-related costs are the result of settlement, curtailment and special termination benefit charges for pension plans and postretirement due to the initiatives implemented.

The following table presents the restructuring charges incurred to date, net of adjustments, under our 2005 and 2009 Restructuring Programs:

	Employee- Related Costs		Asset Write-offs		Inventory Write-offs		Currency Translation Adjustment Write-offs		Contract Terminations/ Other		Total
Charges incurred on approved initiatives	$	482.5	$	10.8	$	7.2	$	11.6	$	21.6	$	533.7

The charges, net of adjustments, of initiatives under the 2005 and 2009 Restructuring Programs by reportable business segment were as follows:

F-44

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Latin America			Europe, Middle East & Africa			North America			Asia Pacific			Corporate			Total
2005	$	3.5		$	12.7		$	6.9		$	22.4		$	6.1		$	51.6
2006	34.6			52.0			61.8			14.2			29.5			192.1
2007	14.9			69.8			7.0			4.9			12.7			109.3
2008	1.9			20.7			(1.1		)	(.7		)	(3.0		)	17.8
2009	19.2			52.5			26.7			19.9			12.0			130.3
2010	13.6			(.8		)	17.8			(.3		)	11.0			41.3
2011	2.1			1.9			(1.1		)	(.3		)	.8			3.4
2012	(7.8		)	(1.0		)	(1.7		)	(.4		)	(1.2		)	(12.1		)
Charges incurred on approved initiatives	$	82.0		$	207.8		$	116.3		$	59.7		$	67.9		$	533.7

The amounts shown in the tables above as charges recorded to date relate to initiatives that have been approved and recorded in the financial statements as the costs are probable and estimable.

Additional Restructuring Charges 2012

In an effort to improve operating performance, we identified certain actions in 2012 that we believe will enhance our operating model, reduce costs, and improve efficiencies. In addition, management approved the relocation of our corporate headquarters in New York City. As a result of the analysis and the actions taken, during 2012, we recorded total costs to implement these various restructuring initiatives of $73.9 before taxes associated with approved initiatives, and the costs consisted of the following:

• net charge of $53.4 primarily for employee-related costs, including severance and pension benefits;

• contract termination costs of $12.0 associated with the relocation of our corporate headquarters;

• implementation costs of $5.8 for professional service fees; and

• accelerated depreciation of $2.7 associated with the relocation of our corporate headquarters.

Total costs to implement were recorded in selling, general and administrative expenses for the year ended December 31, 2012. The majority of future cash payments associated with these charges are expected to be made during 2013.

The liability balance for these various restructuring initiatives as of December 31, 2012 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
2012 Charges	$	53.4		$	12.0		$	65.4
Cash payments	(33.9		)	(.2		)	(34.1		)
Non-cash write-offs	(1.6		)	—			(1.6		)
Foreign exchange	(.3		)	—			(.3		)
Balance at December 31, 2012	$	17.6		$	11.8		$	29.4

Non-cash write-offs associated with employee-related costs are the result of settlement, curtailment and special termination benefit charges for pension plans and postretirement due to the initiatives implemented.

The charges approved to date under the additional restructuring initiatives by reportable business segment were as follows: $13.8 in Latin America, $10.2 in Europe, Middle East & Africa, $4.7 in North America, $4.3 in Asia Pacific, and $32.4 in Corporate.

$400M Cost Savings Initiative

On December 11, 2012, we announced initial steps of a cost savings initiative (the "$400M Cost Savings Initiative"), in an effort to stabilize the business and return Avon to sustainable growth. The $400M Cost Savings Initiative includes a global headcount reduction and related actions, as well as our exit from the South Korea and Vietnam markets. As part of the $400M Cost Savings Initiative, we identified certain actions in the fourth quarter of 2012, the majority of which are expected to take effect in 2013, that we believe will accelerate top line growth and reduce costs. As a result of these actions, we recorded total costs to implement these restructuring initiatives of $50.7 before taxes associated with approved initiatives. For the initiatives approved to date, we expect our total costs to implement to be in the range of $70 to $80 before taxes. At this time we are

F-45

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unable to quantify the total costs when the initiative is fully implemented. In connection with the initial steps of the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $70 before taxes.

The total cost to implement recorded in 2012 related to these initiatives consisted of the following:

• net charge of $45.2 primarily for employee-related costs, including severance and pension benefits;

• accelerated depreciation of $2.2 associated with the closure and rationalization of certain facilities;

• net charge of $1.9 primarily related to contract termination costs associated with the closure of certain facilities and our exit from the South Korea market; and

• inventory write-offs of $1.4 associated with the exit of our South Korea and Vietnam markets.

Of the total cost to implement, $49.3 was recorded in selling, general and administrative expenses and $1.4 was recorded in cost of sales for 2012. Cash payments associated with these charges are expected to be made primarily during 2013.

The liability balance for the $400M Cost Savings Initiative as of December 31, 2012 is as follows:

	Employee- Related Costs			Inventory Write-offs			Contract Terminations/Other			Total
2012 Charges	$	45.2		$	1.4		$	1.9		$	48.5
Cash payments	(3.2		)	—			(.2		)	(3.4		)
Non-cash write-offs	(.8		)	(1.4		)	—			(2.2		)
Foreign exchange	.1			—			—			.1
Balance at December 31, 2012	$	41.3		$	—		$	1.7		$	43.0

The following table presents the restructuring charges incurred to date, net of adjustments, under our $400M Cost Savings Initiative, along with the charges expected to be incurred under the plan:

	Employee- Related Costs		Inventory Write-offs		Currency Translation Adjustment Write-offs			Contract Terminations/ Other		Total
Charges incurred to date	$	45.2	$	1.4	$	—		$	1.9	$	48.5
Charges to be incurred on approved initiatives	6.4		—		(3.2		)	2.1		5.3
Total expected charges on approved initiatives	$	51.6	$	1.4	$	(3.2	)	$	4.0	$	53.8

The charges, net of adjustments, of initiatives under the $400M Cost Savings Initiative by reportable business segment were as follows:

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Corporate		Total
Charges incurred to date	$	12.9	$	1.1	18.0			$	12.9		$	3.6	$	48.5
Charges to be incurred on approved initiatives	8.6		1.0		(2.4		)	(2.1		)	.2		5.3
Total expected charges on approved initiatives	$	21.5	$	2.1	$	15.6		$	10.8		$	3.8	$	53.8

As noted previously, for the initiatives approved to date, we expect to record total costs to implement in the range of $70 to $80 before taxes under the $400M Cost Savings Initiative. The amounts shown in the tables above as charges recorded to date relate to initiatives that have been approved and recorded in the financial statements as the costs are probable and estimable. The amounts shown in the tables above as total expected charges on approved initiatives represent charges recorded to date plus charges yet to be recorded for approved initiatives as the relevant accounting criteria for recording an expense have not yet been met. In addition to the charges included in the tables above, we have incurred and will incur other costs to implement restructuring initiatives such as other professional services and accelerated depreciation.

F-46

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 16. Contingencies

FCPA Investigations

As previously reported, we have engaged outside counsel to conduct an internal investigation and compliance reviews focused on compliance with the Foreign Corrupt Practices Act ("FCPA") and related U.S. and foreign laws in China and additional countries. The internal investigation, which is being conducted under the oversight of our Audit Committee, began in June 2008.

As previously reported in July 2009, in connection with the internal investigation, we commenced compliance reviews regarding the FCPA and related U.S. and foreign laws in additional countries in order to evaluate our compliance efforts. We are conducting these compliance reviews in a number of countries selected to represent each of the Company's international geographic segments. The internal investigation and compliance reviews are focused on reviewing certain expenses and books and records processes, including, but not limited to, travel, entertainment, gifts, use of third-party vendors and consultants and related due diligence, joint ventures and acquisitions, and payments to third-party agents and others, in connection with our business dealings, directly or indirectly, with foreign governments and their employees. The internal investigation and compliance reviews of these matters are ongoing. In connection with the internal investigation and compliance reviews, certain personnel actions, including termination of employment of certain senior members of management, have been taken, and additional personnel actions may be taken in the future. In connection with the internal investigation and compliance reviews, we continue to enhance our ethics and compliance program, including our policies and procedures, FCPA compliance-related training, FCPA third-party due diligence program and other compliance-related resources.

As previously reported in October 2008, we voluntarily contacted the United States Securities and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") to advise both agencies of our internal investigation.We have cooperated and continue to cooperate with investigations of these matters by the SEC and the DOJ. We have, among other things, signed tolling agreements, responded to inquiries, translated and produced documents, assisted with interviews, and provided information on our internal investigation and compliance reviews, personnel actions taken and steps taken to enhance our ethics and compliance program. As previously reported in August 2012, we are in discussions with the SEC and the DOJ regarding resolving the government investigations. These discussions are ongoing. There can be no assurance that a settlement with the SEC and the DOJ will be reached or, if a settlement is reached, the timing of any such settlement or the terms of any such settlement. We expect any such settlement may include civil and/or criminal fines and penalties as well as non-monetary remedies, such as oversight requirements and additional remediation and compliance requirements. We may be required to incur significant future costs to comply with the non-monetary terms of any settlement with the SEC and the DOJ. Under certain circumstances, we may also be required to advance significant professional fees and expenses to certain current and former Company employees in connection with these matters. Until any settlement or other resolution of these matters, we expect to continue to incur costs, primarily professional fees and expenses, which may be significant, in connection with the government investigations.

At this point we are unable to predict the developments in, outcome of, and economic and other consequences of the government investigations or their impact on our earnings, cash flow, liquidity, financial condition and ongoing business. However, based on our most recent communications with the DOJ and the SEC, the Company believes that it is probable that the Company will incur a loss related to the government investigations. We are unable to reasonably estimate the amount or range of such loss; however such loss could be material.

Litigation Matters

In July and August 2010, derivative actions were filed in state court against certain present or former officers and/or directors of the Company (Carol J. Parker, derivatively on behalf of Avon Products, Inc. v. W. Don Cornwell, et al. and Avon Products, Inc. as nominal defendant (filed in the New York Supreme Court, Nassau County, Index No. 600570/2010); Lynne Schwartz, derivatively on behalf of Avon Products, Inc. v. Andrea Jung, et al. and Avon Products, Inc. as nominal defendant (filed in the New York Supreme Court, New York County, Index No. 651304/2010)). These actions allege breach of fiduciary duty, abuse of control, waste of corporate assets, and, in one complaint, unjust enrichment, relating to the Company's compliance with the FCPA, including the adequacy of the Company's internal controls. The relief sought against the individual defendants in one or both of these derivative complaints includes certain declaratory and equitable relief, restitution, damages, exemplary damages and interest. The Company is a nominal defendant, and no relief is sought against the Company itself. In the Parker case, plaintiff has agreed that defendants' time to file an answer, motion to dismiss or other response is adjourned until plaintiff files an amended pleading. In Schwartz, the parties have agreed to defer the filing of an amended complaint and the defendants' response thereto until the parties submit a further stipulation addressing the scheduling of proceedings. On May 14, 2012, County of York Retirement Plan ("County of York") - which had been a plaintiff in a previously-filed but now discontinued derivative action - filed a complaint against the Company seeking enforcement of its demands for the inspection of certain of

F-47

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the Company's books and records (County of York Retirement Plan v. Avon Products, Inc., New York Supreme Court, New York County, Index No. 651673/2012). On July 10, 2012, the Company moved to dismiss County of York's complaint. We are unable to predict the outcome of these matters.

On July 6, 2011, a purported shareholder's class action complaint (City of Brockton Retirement System v. Avon Products, Inc., et al., No. 11-CIV-4665) was filed in the United States District Court for the Southern District of New York against certain present or former officers and/or directors of the Company. On September 29, 2011, the Court appointed LBBW Asset Management Investmentgesellschaft mbH and SGSS Deutschland Kapitalanlagegesellschaft mbH as lead plaintiffs and Motley Rice LLC as lead counsel. Lead plaintiffs have filed an amended complaint on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of Avon's common stock from July 31, 2006 through and including October 26, 2011. The amended complaint names the Company and two individual defendants and asserts violations of Sections 10(b) and 20(a) of the Exchange Act based on allegedly false or misleading statements and omissions with respect to, among other things, the Company's compliance with the FCPA, including the adequacy of the Company's internal controls. Plaintiffs seek compensatory damages as well as injunctive relief. Defendants moved to dismiss the amended complaint on June 14, 2012. In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of this matter. However, it is reasonably possible that we may incur a loss in connection with this matter. We are unable to reasonably estimate the amount or range of such reasonably possible loss.

In April 2012, several purported shareholders' actions were filed against the Company and certain present or former directors of the Company in New York Supreme Court, New York County (Pritika v. Jung, et al., Index No. 651072/2012; Feinman v. Avon Products, Inc., et al., Index No. 651087/2012; Gaines v. Jung, et al., Index No. 651097/2012; Schwartz v. Avon Products, Inc., et al., Index No. 651152/2012; Robaczynki, individually and on behalf of all others similarly situated and derivatively on behalf of Avon Products, Inc. v. Jung, et al., Index No. 651176/2012). On April 26, 2012, the actions were consolidated in New York Supreme Court, New York County (In re Avon Products, Inc. Shareholder Litigation, Consolidated Index No. 651087/2012E). An amended consolidated complaint was filed on May 18, 2012. The amended consolidated complaint asserts a derivative claim against the individual defendants based on alleged breaches of fiduciary duties in connection with indications of interest by Coty, Inc. in acquiring the Company. The Company is named as a nominal defendant on the purported derivative claim, and no relief appears to be sought against the Company on that claim. The amended consolidated complaint also asserts a purporteddirect claim on behalf of a class of shareholders against the individual defendants based on alleged breaches of such fiduciary duties. Plaintiffs seek compensatory damages as well as injunctive relief. On June 27, 2012, defendants moved to dismiss the consolidated action. In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of the matter. However, it is reasonably possible that we may incur a loss in connection with this matter. We are unable to reasonably estimate the amount or range of such reasonably possible loss.

Under some circumstances, any losses incurred in connection with adverse outcomes in the litigation matters described above could be material.

Brazilian Tax Matters

In 2002, our Brazilian subsidiary received an excise tax (IPI) assessment from the Brazilian tax authorities for alleged tax deficiencies during the years 1997-1998. In December 2012, additional assessments were received for the year 2008 with respect to excise tax (IPI) and taxes charged on gross receipts (PIS and COFINS), totaling approximately $392, $58 and $271 each, including penalties and accrued interest, at the exchange rate on December 31, 2012. The 2002 and the 2012 assessments assert that the establishment in 1995 of separate manufacturing and distribution companies in that country was done without a valid business purpose and that Avon Brazil did not observe minimum pricing rules to define the taxable basis of excise tax. The structure adopted in 1995 is comparable to that used by many other companies in Brazil. We believe that our Brazilian corporate structure is appropriate, both operationally and legally, and that the 2002 and 2012 assessments are unfounded.

These matters are being vigorously contested. In January 2013, we filed a protest seeking a first administrative level review with respect to the 2012 assessments. In October 2010, the 2002 assessment was upheld at the first administrative level at an amount reduced to $32 from $75, including penalties and accrued interest, at the exchange rate on December 31, 2012. We have appealed this decision to the second administrative level. In the event that the 2002 or 2012 assessments are upheld at the third and last administrative level, it may be necessary for us to provide security to pursue further appeals, which, depending on the circumstances, may result in a charge to income.

It is not possible to reasonably estimate the amount or range of potential loss that we could incur related to the 2002 and 2012 assessments or any additional assessments that may be issued for subsequent periods (tax years up through 2007 are closed by statute). However, other similar excise tax (IPI) assessments involving different periods (1998-2001) have been canceled and

F-48

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

officially closed in our favor by the second administrative level, and management believes that the likelihood that the 2002 and 2012 assessments will be upheld is remote.

Other Matters

Various other lawsuits and claims, arising in the ordinary course of business or related to businesses previously sold, are pending or threatened against Avon. In management's opinion, based on its review of the information available at this time, the total cost of resolving such other contingencies at December 31, 2012, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

NOTE 17. Goodwill and Intangible Assets

Acquisitions

In July 2010, we acquired substantially all the assets and liabilities of Silpada Designs, Inc. ("Silpada"), for approximately $650 in cash, plus a potential additional payment in early 2015 based on the achievement of earnings growth of the Silpada North America business during the periods between 2012 through 2014. Silpada is included within our North America segment. The purchase price allocation resulted in goodwill of $314.7, an indefinite-lived trademark of $150.0 and customer relationships of $172.8. The customer relationships have an average 10-year useful life. At the date of the acquisition, a liability of approximately $26 was recorded associated with this potential additional consideration ("contingent consideration"), based on a valuation of the estimated fair value of the liability after probability-weighting and discounting various potential payments. At December 31, 2010, we estimated that the fair value of the contingent consideration liability was $11, and zero at both December 31, 2011 and 2012. The changes in the fair value of the contingent consideration were recorded within selling, general and administrative expenses in the respective periods.

In March 2010, we acquired Liz Earle Beauty Co. Limited ("Liz Earle"). The acquired business is included in our Europe, Middle East & Africa operating segment. The purchase price allocation resulted in goodwill of $123.6, indefinite-lived trademarks of $22.8, licensing agreements of $8.7 and customer relationships of $4.7. The licensing agreements and customer relationships have a weighted average 8-year useful life.

The following unaudited pro forma summary presents the Company’s consolidated information as if Silpada and Liz Earle had been acquired on January 1, 2010:

	2010
Pro forma Revenue results including Acquisitions	$	10,975.8
Pro forma Operating profit results including Acquisitions	1,084.9
Pro forma Income from continuing operations, net of tax results including Acquisitions	601.9

Impairment Assessment Methods and Assumptions

The quantitative test to evaluate goodwill for impairment is a two step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of any reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit’s goodwill. The second step of the impairment analysis requires a valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the resulting implied fair value of the reporting unit’s goodwill is less than its carrying value, that difference represents an impairment.

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a DCF approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a business, and is most consistent with the approach a marketplace participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, and the structure that would yield the highest economic value, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

F-49

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2012 Silpada Impairment Assessment

During our year-end 2012 close process, we completed our annual goodwill impairment assessment as of November 30, 2012 and subsequently determined that the goodwill associated with Silpada was impaired. Specifically, the results of our annual impairment testing during the quarter ended December 31, 2012, indicated that the estimated fair value of our Silpada reporting unit was less than its respective carrying amount. This was primarily the result of the weaker than expected performance in the fourth quarter of 2012, largely due to lower Representative counts and activity rates, and as a result we lowered our revenue and earnings projections for Silpada. The decline in the fair values of the Silpada reporting unit, the trademark, and customer relationships was driven by the reduction in the forecasted growth rates and cash flows used to estimate fair value. As a result of our impairment testing, we recorded a non-cash before tax impairment charge of $72.1 ($45.6 after tax) to reduce the carrying amount of goodwill for Silpada to its estimated fair value. Following the impairment charge, the carrying value of the Silpada goodwill was $44.6.

Our impairment testing for indefinite-lived intangible assets as of November 30, 2012, also indicated a decline in the fair value of our Silpada trademark intangible asset below its respective carrying value. This resulted in a non-cash before tax impairment charge of $45.0 ($28.5 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada trademark was $40.0.

We also performed an impairment test for our Silpada finite-lived intangible assets as of November 30, 2012, which indicated the carrying value of our Silpada customer relationships asset exceeded estimated future undiscounted cash flows of the business. This resulted in a non-cash before tax impairment charge of $91.9 ($58.1 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada customer relationships was $40.0.

2012 China Impairment Assessment

Based on the continued decline in revenue performance in China during the third quarter of 2012 and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time. We are still analyzing our long-term strategic plan for China and any changes to our long-term strategic plan may impact our expectations of future financial performance. Based upon this interim analysis, we determined that the goodwill related to our operations in China was impaired. Specifically, the results of our interim impairment test indicated the estimated fair value of our China reporting unit was less than its respective carrying amount. As a result of our impairment testing, we recorded a non-cash impairment charge of $44.0 ($44.0 after tax) to reduce the carrying amount of goodwill for China to its estimated fair value. Following the impairment charge, the carrying value of the China goodwill was approximately $37.3.

2011 Silpada Impairment Assessment

In the second quarter of 2011, due to the impact of rising silver prices and declines in revenues relative to our internal forecasts, we completed an interim impairment assessment of the fair value of goodwill and an indefinite-lived intangible asset related to Silpada. Based upon this interim analysis, the estimated fair value of the Silpada reporting unit and its trademark exceeded their respective carrying value. In the third quarter of 2011, we considered whether any circumstances existed that would more likely than not reduce the estimated fair values of the Silpada reporting unit and its trademark below their respective carrying values and concluded another interim impairment analysis was not considered necessary.

During our year-end 2011 close process, we completed our annual goodwill impairment assessment as of November 30, 2011 and subsequently determined that the goodwill associated with Silpada was impaired. Specifically, the results of our annual impairment testing during the quarter ended December 31, 2011, indicated that the estimated fair value of our Silpada reporting unit was less than its respective carrying amount. As a result of our impairment testing, we recorded a non-cash before tax impairment charge of $198.0 ($125.1 after tax) to reduce the carrying amount of goodwill for Silpada to its estimated fair value. Following the impairment charge, the carrying value of the Silpada goodwill was $116.7.

Our impairment testing for indefinite-lived intangible assets as of November 30, 2011, also indicated a decline in the fair value of our Silpada trademark intangible asset below its respective carrying value. This resulted in a non-cash before tax impairment charge of $65.0 ($41.1 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada trademark was $85.0.

F-50

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Following weaker than expected performance in the fourth quarter, we lowered our revenue and earnings projections for Silpada largely due to the rise in silver prices, which nearly doubled since the acquisition, and the negative impact of pricing on revenues and margins. The decline in the fair values of the Silpada reporting unit and the underlying trademark was driven by the reduction in the forecasted growth rates and cash flows used to estimate fair value.

Goodwill

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Total
Gross balance at December 31, 2011	$	111.8	$	160.8	$	314.7		$	83.8		$	671.1
Accumulated impairments	—		—		(198.0		)	—			(198.0		)
Net balance at December 31, 2011	$	111.8	$	160.8	$	116.7		$	83.8		$	473.1
Changes during the period ended December 31, 2012:
Impairment	$	—	$	—	$	(72.1	)	$	(44.0	)	$	(116.1	)
Other(1)	11.0		6.5		—			.4			17.9
Gross balance at December 31, 2012	$	122.8	$	167.3	$	314.7		$	84.2		$	689.0
Accumulated impairments	—		—		(270.1		)	(44.0		)	(314.1		)
Net balance at December 31, 2012	$	122.8	$	167.3	$	44.6		$	40.2		$	374.9

(1) Other is primarily comprised of foreign currency translation.

Other intangible assets

	2012					2011
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	93.5	$	(47.1	)	$	221.8	$	(65.2	)
Licensing agreements	62.8		(53.6		)	58.2		(47.4		)
Noncompete agreements	8.6		(8.6		)	8.1		(6.6		)
Trademarks	6.6		(6.3		)	6.6		(4.0		)
Indefinite-Lived Trademarks	64.4		—			108.4		—
Total	$	235.9	$	(115.6	)	$	403.1	$	(123.2	)

Estimated Amortization Expense:
2013	$	8.5
2014	7.3
2015	6.7
2016	5.9
2017	5.5

Actual amortization expense may differ from the amounts above due to, among other things, future acquisitions, disposals, impairments, accelerated amortization or fluctuations in foreign currency exchange rates. Aggregate amortization expense was $25.8, $21.5, and $13.1 for the years ended December 31, 2012, 2011, and 2010, respectively.

F-51

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 18. Supplemental Balance Sheet Information

At December 31, 2012 and 2011, prepaid expenses and other included the following:

Prepaid expenses and other	2012		2011
Deferred tax assets (Note 7)	$	273.5	$	319.0
Prepaid taxes and tax refunds receivable	141.4		192.0
Receivables other than trade	131.9		142.8
Prepaid brochure costs, paper and other literature	112.1		126.9
Healthcare trust assets (Note 12)	26.9		—
Interest-rate swap agreements, including interest (Notes 8 and 9)	19.5		18.8
Short-term investments	16.5		18.0
Other	110.2		113.4
Prepaid expenses and other	$	832.0	$	930.9

At December 31, 2012 and 2011, other assets included the following:

Other assets	2012		2011
Deferred tax assets (Note 7)	$	827.2	$	759.5
Capitalized software (Note 1)	235.4		176.7
Long-term receivables	174.9		138.3
Interest-rate swap agreements (Notes 8 and 9)	94.8		153.6
Investments	44.5		44.4
Other	31.4		39.2
Other assets	$	1,408.2	$	1,311.7

NOTE 19. Results of Operations by Quarter (Unaudited)

2012	First(1)			Second			Third			Fourth(1)			Year
Total revenue	$	2,575.4		$	2,591.7		$	2,550.9		$	2,999.1		$	10,717.1
Gross profit	1,565.6			1,627.2			1,560.4			1,794.6			6,547.8
Operating profit(2)	71.5			126.6			106.0			10.7			314.8
Income from continuing operations, before tax(3)	40.8			90.7			77.9			9.2			218.6
Income (loss) from continuing operations, net of tax(4)	27.6			62.7			32.6			(161.1		)	(38.2		)
Net income attributable to noncontrolling interest	(1.1		)	(1.1		)	(1.0		)	(1.1		)	(4.3		)
Net income (loss) attributable to Avon	26.5			61.6			31.6			(162.2		)	(42.5		)
Earnings (loss) per share from continuing operations
Basic	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)
Diluted	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)

2011	First			Second			Third			Fourth(1)			Year
Total revenue	$	2,629.1		$	2,856.4		$	2,762.4		$	3,043.7		$	11,291.6
Gross profit	1,679.3			1,838.4			1,764.1			1,861.2			7,143.0
Operating profit(2)	246.5			316.6			278.6			12.9			854.6
Income (loss) from continuing operations, before tax	224.9			293.7			241.3			(17.3		)	742.6
Income from continuing operations, net of tax	152.2			208.7			165.2			.3			526.4
Discontinued operations, net of tax	(8.6		)	—			—			—			(8.6		)
Net income attributable to noncontrolling interest	—			(2.5		)	(1.0		)	(.7		)	(4.2		)
Net income (loss) attributable to Avon	143.6			206.2			164.2			(.4		)	513.6
Earnings per share from continuing operations
Basic	$	.35		$	.48		$	.38		$	—		$	1.20		(5)
Diluted	$	.35		$	.47		$	.38		$	—		$	1.20		(5)

F-52

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.

2012

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations.

During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland.

In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.

2011

During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.

During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years.

During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.

We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

(2) Operating profit was impacted by the following:

2012	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	2.7	$	.7	$	(.2	)	$	1.3	$	4.5
Selling, general and administrative expenses	24.6		37.5		1.8			56.3		120.2
Total costs to implement restructuring initiatives	$	27.3	$	38.2	$	1.6		$	57.6	$	124.7
Impairment of China goodwill	$	—	$	—	$	44.0		$	—	$	44.0
Impairment of Silpada goodwill and intangible assets	$	—	$	—	$	—		$	209.0	$	209.0
2011	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	1.2	$	3.5	$	3.5		$	3.0	$	11.2
Selling, general and administrative expenses	13.5		8.5		1.1			5.7		28.8
Total costs to implement restructuring initiatives	$	14.7	$	12.0	$	4.6		$	8.7	$	40.0
Impairment of Silpada goodwill and intangible asset	$	—	$	—	$	—		$	263.0	$	263.0

(3) In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

(4) Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

(5) The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

F-53

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 20. Subsequent Events

In January 2013, we terminated interest-rate swap agreements with notional amounts totaling $1,000, for net proceeds of $88.1. See Note 8, Financial Instruments and Risk Management.

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market has been eliminated. This will result in a charge in the first quarter of 2013 associated with the write-down of monetary net assets. In addition, our 2013 operating margin will be negatively impacted.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes. The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole premium estimated to be approximately $65. See Note 5, Debt and Other Financing.

F-54

SCHEDULE II

AVON PRODUCTS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2012, 2011 and 2010

			Additions
(In millions) Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Revenue		Deductions			Balance at End of Period
2012
Allowance for doubtful accounts receivable	$	138.4	$	251.1		—		$	255.2	(1)	$	134.3
Allowance for sales returns	36.1		—			390.2		399.2		(2)	27.1
Allowance for inventory obsolescence	151.6		122.1			—		102.4		(3)	171.3
Deferred tax asset valuation allowance	546.1		81.3		(4)	—		—			627.4
2011
Allowance for doubtful accounts receivable	$	148.8	$	247.2		$	—	$	257.6	(1)	$	138.4
Allowance for sales returns	83.2		—			446.5		493.7		(2)	36.1
Allowance for inventory obsolescence	126.7		128.1			—		103.2		(3)	151.6
Deferred tax asset valuation allowance	462.7		83.4		(4)	—		—			546.1
2010
Allowance for doubtful accounts receivable	$	132.4	$	215.7		$	—	$	199.3	(1)	$	148.8
Allowance for sales returns	32.7		—			424.1		373.6		(2)	83.2
Allowance for inventory obsolescence	114.9		131.1			—		119.3		(3)	126.7
Deferred tax asset valuation allowance	370.2		92.5		(4)	—		—			462.7

(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 tax loss carryforward benefits that are not more likely than not to be realized in the future.

F-55

EX-10.28

Exhibit 10.28

AVON PRODUCTS, INC.

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(Amended and Restated as of January 1, 2013)

I. PURPOSE

1.1 The purpose of the Avon Products, Inc. Compensation Plan for Non-Employee Directors (this “Plan”) is to provide a comprehensive compensation program to attract and retain qualified individuals who are not employed by Avon Products, Inc. (the “Company”) or its subsidiaries to serve on the Company's Board of Directors. In particular, this Plan aligns the interests of such directors with those of the Company's shareholders by providing that a significant portion of such directors' compensation is directly linked to the value of the Company's common stock.

 II. CASH RETAINERS

2.1 Annual Board Retainer. Each non-employee director shall be entitled to receive an annual cash retainer for his or her Board service, in such amount as determined by the Board of Directors from time to time, which shall be payable in quarterly installments.

2.2 Committee Retainer. A non-employee director appointed as a member of a standing committee of the Board of Directors shall receive an annual cash retainer in such amount as determined by the Board of Directors from time to time. Committee retainers shall be paid within thirty days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders. These committee retainers are in addition to the annual retainer set forth in Section 2.1 above.

2.3 Retainer for Committee Chairs. A non-employee director appointed to chair a standing committee of the Board of Directors shall be paid an annual cash retainer in such amount as determined by the Board of Directors from time to time. Committee chair retainer fees shall be paid within thirty days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders. These committee chair retainers are in addition to the retainers set forth in Sections 2.1 and 2.2 above.

2.4 Lead Independent Director or Chairman Retainer. A non-employee director appointed as lead independent director or Chairman shall be paid an annual cash retainer in such amount as determined by the Board of Directors from time to time. Such retainer shall be paid within thirty days following the annual organizational meeting occurring immediately after the Annual Meeting of Shareholders. Such retainer is in addition to the retainers set forth in Sections 2.1, 2.2 and 2.3 above.

2.5 Pro-Rata Retainer. A non-employee director who commences service after the Annual Meeting of Shareholders shall be entitled to a pro-rated annual cash retainer as well as pro-rated annual committee, committee chair, and chairman or lead independent director retainers, as applicable, and as approved by the incumbent non-employee directors in such year. The amount of the retainer(s) shall be determined based on the number of months during the year that a new non-employee director is in active service. The pro-rated portion of the annual retainer, if any, is payable at the next regularly scheduled quarterly payment for the incumbent non-employee directors, and pro-

rated committee, committee chair and lead independent director or chairman retainers, as applicable, shall be paid within thirty days following the director's appointment.

2.6 Deferred Cash Alternative. Each non-employee director annually may elect to have all or a part of his or her cash compensation under this Article II deferred for payment in accordance with the provisions of the Board of Directors of Avon Products, Inc. Deferred Compensation Plan (the “Director Deferral Plan”).

III. EQUITY AWARDS

3.1 Company's Stock Incentive Plan. Grants of equity awards made under this Plan shall be made under the Company's stock incentive plan that is in effect from time to time (“Stock Plan”). The terms “Fair Market Value” and “Stock” used in this Article III shall have the meanings set forth in the Stock Plan.

3.2 Annual Retainer Grants. At the close of business on the date of each Annual Meeting of Shareholders, each non-employee director who then continues as a member of the Board of Directors may be granted restricted stock units in such amounts as determined by the Board of Directors from time to time. Notwithstanding the foregoing, the Board of Directors may grant any one or more of the awards set forth under the Stock Plan in such amounts and on such terms as determined by the Board of Directors from time to time.

3.3 Vesting Period. A non-employee director's restricted stock units shall vest on the date of the next Annual Meeting of Shareholders following the date of grant, provided that such non-employee director has served as a member of the Board of Directors for the entirety of his or her annual term. If the non-employee director ceases to be a member of the Board of Directors before the expiration of his or her annual term at the next Annual Meeting of Shareholders (except as provided in Section 3.5 below), then the restricted stock units shall be forfeited. Forfeiture of restricted stock units, whether vested or unvested, will result with respect to a non-employee director who, without the Company's written consent and while serving as a member of the Board of Directors, becomes employed by, or provides consulting services to, a company substantially engaged in a business that is competitive with a principal business conducted by the Company.

3.4 Payment of Restricted Stock Units. A non-employee director's vested restricted stock units shall be paid to the non-employee director (or, if he or she is dead, to his or her estate) within 30 days after such non-employee director ceases to serve as a member of the Board of Directors (to the extent such cessation constitutes a “Separation from Service” under Section 409A of the Internal Revenue Code). Vested restricted stock units may be paid, as determined by the Board of Directors, in shares of Stock or in cash equal to the Fair Market Value of the shares of Stock on the date that the non-employee director ceases to serve as a member of the Board of Directors (to the extent such cessation constitutes a “Separation from Service” under Section 409A of the Internal Revenue Code).

3.5 Earlier Vesting and Payment. Notwithstanding anything in this Article III to the contrary, a non-employee director's restricted stock units shall immediately become vested in the event of, and will be paid within 30 days after such non-employee director's death. Such restricted stock units may be paid, as determined by the Board of Directors, in shares of Stock or in cash equal to the Fair Market Value of the shares of Stock on the date of the non-employee director's death.

2

3.6 Voting and Dividends. A non-employee director does not have the right to vote any restricted stock units or to receive dividends on them prior to the date such restricted stock units are paid to the non-employee director in the form of shares of Stock. However, unless otherwise determined by the Board of Directors, prior to settlement of a restricted stock unit, a non-employee director shall be entitled to dividend equivalent rights so that the non-employee director will receive a cash payment in respect of the shares of Stock in amounts that would otherwise be payable as dividends with respect to such number of shares of Stock, when and as dividends are paid.

3.7 Pro-Rata Awards. A non-employee director who commences service after the Annual Meeting of Shareholders will receive a pro-rated equity award at the next Annual Meeting of Shareholders based upon the Fair Market Value of the equity award granted to the incumbent non-employee directors in the year in which such director was appointed. The amount of the award shall be determined based on the number of months during the year that a new non-employee director is in active service.

IV. OTHER BENEFITS

4.1 Life Insurance Coverage. Each non-employee director is provided with group term life insurance coverage, in such amounts as may be determined by the Board of Directors from time to time.

4.2 Charitable Award Program. Each non-employee director may participate in the matching charitable gift program available to Avon Associates.

V. ADDITIONAL PROVISIONS

5.1 This Plan shall be administered by the Board of Directors, which shall have the power to interpret this Plan and amend it from time to time as it deems proper. To the fullest extent practicable, however, the terms and conditions of the Stock Plan shall be applicable to equity awards granted under this Plan.

5.2 This Plan may be suspended or terminated at any time by action of the Board of Directors. Notwithstanding any such suspension or termination, amounts deferred under Section 2.6 above shall continue to be payable in accordance with the terms of the Director Deferral Plan, and any outstanding equity awards under this Plan will continue to be governed by the terms of this Plan as in effect at the time of such suspension or termination, the Stock Plan or a prior stock plan, as applicable, and any applicable stock incentive award agreements.

5.3 Unless otherwise provided by the Board of Directors, the right to receive any compensation under this Plan, whether under new or outstanding equity awards, may not be transferred, assigned, or subject to attachment or other legal process.

5.4 To the extent any amounts paid under this Plan are subject to Section 409A of the Internal Revenue Code, this Plan will be interpreted in a manner to comply with the requirements of Section 409A of the Internal Revenue Code.

5.5 Subject to Sections 5.3 and 5.4 above, any outstanding equity awards under this Plan will continue to be governed by the terms of this Plan as in effect at the time such awards were granted.

3

5.6 This Plan shall be governed by and subject to the laws of the State of New York and applicable Federal laws.

The Company has caused this Plan to be amended and restated as of January 1, 2013.

AVON PRODUCTS, INC.
By:	/s/ Jeff Benjamin
	Name: Jeff Benjamin Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer

4

EX-10.41

Exhibit 10.41

AVON PRODUCTS, INC.

AMENDED & RESTATED COMPENSATION RECOUPMENT POLICY

(Clawback Policy)

Section 1. Purpose. The Policy is designed to help deter actions that could potentially harm the financial position of Avon Products, Inc. (the “Corporation”) and its shareholders and to support the Corporation's pay-for-performance philosophy for executive compensation.

Section 2. Definitions. For purposes of this Policy, the following terms shall have the following meaning:

“Committee” means the Compensation Committee of the Board of Directors of the Corporation.

“Corporation” means Avon Products, Inc. and any successor thereto.

“Covered Persons” means those persons identified in Section 3.

“Effective Date” means January 14, 2013, which is the date that this Policy is effective.

“Financial Restatement” means a restatement of the Corporation's financial statements or a material incorrect calculation of performance metrics pursuant to which payment was made under a cash or equity incentive award (e.g., active representative growth).

“Misconduct” means unethical behavior, including (i) a serious violation of the Corporation's Code of Business Conduct & Ethics or (ii) a violation of law within the scope of employment with the Corporation.

Section 3. Persons Subject to this Policy. The following employees are subject to this Policy:

(i) Persons holding the title of Group Vice President or a more senior title (or who formerly held the title at the time of the event resulting in the Financial Restatement or Misconduct);

(ii) Persons serving as Controller, Assistant Controller, Treasurer, the head of Global Tax, and the head of Global Financial Planning & Analysis (including persons who formerly held such position at the time of the event resulting in the Financial Restatement or Misconduct); and

(iii) Regional Finance Heads (including persons who formerly held such position at the time of the event resulting in the Financial Restatement or Misconduct).

Section 4. Recoupment of Compensation.

(a) In the event of a Financial Restatement on or after the Effective Date, the Committee may require (i) reimbursement of compensation granted, earned or paid under the Corporation's annual incentive and long-term incentive cash plans to Covered Persons and (ii) cancellation of outstanding equity awards and reimbursement of any gains realized on the exercise, settlement or sale of equity awards held by Covered Persons. The total amount of performance-based compensation that the Committee may recoup under this paragraph (a) shall not exceed the difference between (i) the amount of incentive compensation calculated based upon the achievement of certain performance metrics or financial results that were subsequently adjusted due to a Financial Restatement less (ii) the lower payment that would have occurred based upon the Financial Restatement. In addition, with respect to time-based equity compensation, the Committee may determine to recoup an appropriate amount to reflect the effect of the Financial Restatement on the Corporation's stock price with respect to the proceeds from any exercise, settlement, vesting or sale of such equity awards.

(b) In the event that the Committee determines that a Covered Person has engaged in Misconduct occurring on or after the Effective Date, the Committee may require (i) reimbursement of compensation granted, earned or paid under the Corporation's annual incentive and long-term incentive cash plans to such Covered Person and (ii) cancellation of outstanding equity awards and reimbursement of any gains realized on the exercise, settlement, vesting or sale of equity awards held by such Covered Person.

(c) In order for compensation to be recouped under this Policy, the event resulting in the Financial Restatement must be discovered within three years of its occurrence.

(d) Only the compensation described above under paragraphs (a) and (b) of this Section 4 are subject to recoupment and only to the extent granted, earned, paid or outstanding during the period covered by the Financial Restatement, as applicable. Benefits other than annual incentive and long-term incentive payments and time-based and performance-based equity awards (such as retirement benefits and earnings under the Corporation's Deferred Compensation Plan) are not subject to recoupment under this Policy.

Section 5. Administration.

(a) The Committee will administer this Policy and have the full authority and discretion necessary to accomplish its purpose, including, without limitation, the

2

determination of the amount of, and manner in which, compensation is recovered, in accordance with applicable law, including, without limitation, by seeking repayment or by offsetting any salary or other compensation due under any compensation plan, program or arrangement maintained by the Corporation or any of its affiliates; provided that any offsets against amounts under nonqualified deferred compensation plans (as defined in Section 409A of the Internal Revenue Code) shall be made in compliance with Section 409A. Any failure by the Committee to apply any provision of this Policy to any particular situation shall not represent a waiver of the Committee's authority to apply such provisions thereafter. Every interpretation, choice, determination or other exercise of any power or discretion given either expressly or by implication to the Committee shall be conclusive and binding upon all parties covered by this Policy or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Committee to reconsider and redetermine such action. The Committee may delegate to officers of the Corporation the enforcement of a determination by the Committee to recover compensation.

(b) In determining whether to recoup compensation under this Policy, the Committee may consider (i) the reason for the Financial Restatement or Misconduct, (ii) cost to achieve recoupment of compensation compared to the amount recoverable, (iii) passage of time, (iv) the amount of compensation that would have been awarded to or earned by the Covered Person had there not been a Financial Restatement or Misconduct, (v) the conduct of the Covered Person, and (vi) any other facts and circumstances that the Committee may deem appropriate.

(c) If the Committee seeks to cause recoupment of compensation under this Policy from a Covered Person, it shall provide a written notice to such Covered Person within one year of the discovery of the event resulting in the Financial Restatement or the conduct constituting Misconduct, which shall specify the amount of, and reason for, the recoupment.

Section 6. Amendment and Termination. This Policy may be amended or terminated by the Committee at any time. In the event of a Change in Control (as defined in the Corporation's Change in Control Policy, or any successor thereto), this Policy shall immediately terminate; provided, however, that the terms and provisions of this Policy shall continue to apply to any pending Financial Restatement or Misconduct matters under consideration by the Committee at the time of the Change in Control.

Section 7. Miscellaneous.

(a) Any applicable award agreement or other document setting forth the terms and conditions of any compensation covered by the Policy shall be deemed to include the restrictions imposed herein and incorporate the Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern.

3

(b) If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

(c) Any notice, demand or other communication required or permitted under this Policy shall be effective only if it is in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid addressed (i) if to a Covered Person, at the address most recently on file with the Corporation or (ii) if addressed to the Corporation, at its principal executive office and addressed to the General Counsel.

(d) This Policy shall be governed by and construed in accordance with the internal laws of the State of New York.

(e) Any recoupment under this Policy may be in addition to any other remedies that may be available to the Corporation or to the Committee under the Corporation's policies as well as applicable law, including disciplinary actions, including but not limited to, termination of employment.

(f) Covered Persons will be requested to sign the acknowledgment attached hereto as Exhibit A. The failure to sign such acknowledgment, however, will not prevent the application of this Policy.

	AVON PRODUCTS, INC.
Date: January 24, 2013	By:  /s/ Gina Fitzsimons
	Name: Gina Fitzsimons
	Title: VP, Global Compensation &
	Benefits

4

Exhibit A

Acknowledgment

I acknowledge that I received, read and understand the Avon Products, Inc. Compensation Recoupment Policy, which applies to any annual and long-term incentives and equity awards (including, without limitation, performance-based restricted stock units, time-based restricted stock units and stock options) (collectively, the “Compensation”). Any applicable award agreement or other document setting forth the terms and conditions of any Compensation shall be deemed to include the restrictions imposed by the Policy and incorporate it by reference and, in the event of any inconsistency, the terms of the Policy will govern.

___________________________________                

Name:

Date:                         

Acknowledgment - Clawback Policy

EX-10.43

Exhibit 10.43

AVON PRODUCTS, INC.

AMENDED & RESTATED CHANGE IN CONTROL POLICY

Section 1. Purpose. The purpose of this Avon Products, Inc. Change in Control Policy is to avoid the departure of and provide protection to Senior Executives in the event of a Change in Control in order that they may act in the best interest of all shareholders without the distraction and concern for the uncertainty that would result from the effects a Change in Control would have on their personal situations.

Section 2. Definitions. For purposes of this Policy, the following terms shall have the following meaning:

“Board” means the Board of Directors of the Corporation.

“Change in Control” means any of the following:

(i) any one person or more than one person acting as a group acquires ownership of shares of the Corporation that, together with the shares of the Corporation held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of the Corporation; provided, however, that if any one person or more than one person acting as a group is considered to own more than 50% of the total fair market value or total voting power of the shares of the Corporation, the acquisition of additional shares by the same person or persons shall not constitute a Change in Control under this clause (i) or clause (ii) of this definition. An increase in the percentage of shares of the Corporation owned by any one person or persons acting as a group as a result of a transaction in which the Corporation acquires its own shares in exchange for property will be treated as an acquisition of shares of the Corporation by such person or persons for purposes of this clause (i);

(ii) any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons, ownership of shares of the Corporation having 30% or more of the total voting power of the shares of the Corporation; provided, however, that if any one person or more than one person acting as a group so acquires 30% or more of the total voting power of the shares of the Corporation, the acquisition of additional control of the Corporation by the same person or persons shall not constitute a Change in Control under clause (i) or (ii) of this definition;

(iii) a majority of the members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors prior to the date of such appointment or election; or

(iv) any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons, assets from the Corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions; provided, however, that a transfer of assets by the Corporation shall not be treated as a Change in Control if the assets are transferred to (A) a shareholder of the Corporation immediately before the asset transfer in exchange for or with respect to shares of the Corporation, (B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation, (C) a person or more than one person acting as a group that owns, directly or indirectly, shares of the Corporation having 50% or more of the total value or total voting power of all outstanding shares of the Corporation or (D) an entity, at least 50% of the total value or voting power of which is owned by a person or persons described in clause (C) above; and provided, further, that for purposes of clauses (A), (B), (C) and (D) above, a person's status is determined immediately after the transfer of the assets. For purposes of this clause (iv), gross fair market value means the value of the assets of the Corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

It is the intent of the Corporation that the definition of "Change in Control" satisfies, and be interpreted in a manner that satisfies, the applicable requirements of Section 409A. If the definition of "Change in Control" would otherwise frustrate or conflict with the intent expressed above, that definition to the extent possible shall be interpreted and deemed amended so as to avoid such conflict.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation Committee of the Board.

“Corporation” means Avon Products, Inc. and any successor thereto.

“Date of Separation” means (i) if the Corporation notifies the Participant that a Separation from Service has been incurred for disability, thirty (30) days after a Notice of Separation is given (provided that the Participant shall not have returned to the performance of duties on a full-time basis during such thirty (30) day period), (ii) if the Corporation terminates the Participant's employment by Summary Dismissal, the date on which a Notice of Separation is given, and (iii) if a Separation from Service occurs for any other reason, the date that the Separation from Service occurs.

“Good Reason” means any of the following:

2

(i) a material diminution in the Participant's base salary;

(ii) a material diminution in the Participant's authority, duties or responsibilities;

(iii) a material diminution in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report;

(iv) a material diminution in the budget over which the Participant retains authority; or

(v) a material change in the geographic location at which the Participant must perform the services.

For purposes of this definition, a Participant shall not be deemed to have incurred a Good Reason unless:

(i) the condition constituting the Good Reason occurs during the period commencing with the date of the Change in Control and ending on the second anniversary of the date of the Change in Control; and

(ii) the Participant provides written Notice of Separation to the Corporation of the existence of the condition constituting the Good Reason within ninety (90) days of the initial existence of the condition constituting the Good Reason and the Corporation or one of its affiliates, as applicable, is given thirty (30) days to cure such condition.

“Effective Date” means March 11, 2010, which is the date that this Policy is effective.

“Exchange Act” means the Securities Exchange Act of 1934, and any successor statute, as it may be amended from time to time.

“Normal Retirement” means retirement under a tax qualified plan of the Corporation on or after attainment of age 65.

“Notice of Separation” shall mean a notice in writing which indicates the specific provision in this Policy relied upon and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Separation from Service.

“Participant” means a person who is a Senior Executive of the Corporation during the 12-month period immediately prior to the occurrence of a Change in Control.

“Policy” means this Avon Products, Inc. Change in Control Policy.

3

“Qualifying Termination” means (i) an involuntary Separation from Service without Summary Dismissal of the Participant by the Corporation or (ii) a Separation from Service by the Participant for Good Reason, each within two (2) years after a Change in Control. A Qualifying Termination shall not include a voluntary Separation from Service by the Participant (other than for Good Reason) or a termination of employment by reason of death, disability or on or after Normal Retirement. A Participant shall also be deemed to have incurred a Qualifying Termination if the Participant can reasonably demonstrate that the Participant's involuntary Separation from Service without Summary Dismissal or basis for a Good Reason occurred within one year prior to a Change in Control (x) at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose in anticipation of a Change in Control. In the event set forth in the preceding sentence, the Participant shall be entitled to the benefits set forth in this Policy, with the date of the Change in Control being substituted for the Date of Separation for purposes of determining the date of payment of benefits,.

“Section 409A” shall mean Section 409A of the Code.

“Senior Executive” means each officer of the Corporation with the title of Senior Vice President or a more senior title and who is a member of the Corporation's Executive Committee, other than the Chief Executive Officer of the Corporation.

“Separation from Service” means a termination of the employment relationship of the Participant with the Corporation or an affiliate within the meaning of Section 409A and Treasury Regulation section 1.409A-1(h) or any successor thereto.

“Summary Dismissal” means a termination due to (i) conviction of a felony, which is no longer appealable, resulting from an act or acts of dishonesty of the Participant, or the Participant entering into a guilty or nolo contendere plea to such a felony charge; (ii) any willful violation of any applicable securities laws; or (iii) the Participant's willful and continued failure substantially to perform his duties and responsibilities as a Senior Executive (other than such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's duties as a Senior Executive and the Participant is given a reasonable time after such demand to perform his or her duties. The Participant's employment shall in no event be considered to have been terminated by the Corporation for Summary Dismissal if the act or failure to act upon which such termination is based (x) was done or omitted to be done (1) as a result of bad judgment or negligence on the Participant's part, or (2) as a result of his good faith belief that such act or failure to act was in or not opposed to the interests of the Corporation, or (y) is an act or failure to act in respect to which the

4

Participant meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the indemnification or reimbursement or payment of expenses commitments of the Corporation or the laws of the state of its incorporation or the directors' and officers' liability insurance of the Corporation, in each case as in effect at the time of such act or failure to act.

Section 3. Benefits.

(a)In the event of a Qualifying Termination, subject to Section 3(f), the Corporation shall pay to the Participant in a lump sum within fifteen (15) business days after the Date of Separation

(i) two times the Participant's annual base salary at the greater of the rate in effect on the day immediately prior to the Date of Separation or the day immediately prior to the Change in Control; and

(ii) two times the greater of the annual incentive bonus that the Participant would have received if the bonus were achieved at target for the year in which the Date of Separation occurs or the year in which the Change in Control occurs.

(b) Any equity award or long-term incentive cash award shall be payable in accordance with the terms of the stock incentive plan and long-term incentive plan and award agreements pursuant to which the equity awards and long-term incentive awards were granted. A Participant is not eligible to defer amounts resulting from or paid pursuant to this Policy under the Corporation's Deferred Compensation Plan. Distributions from the Deferred Compensation Plan will be made in accordance with its terms (including the terms of the Deferred Compensation Plan election forms on file for the Participant), as amended from time to time, subject to the requirements imposed by Section 409A.

(c) A Participant will continue to be eligible to participate in the Corporation's following benefit plans for the two year period following the Date of Separation provided that the Participant was participating in such plan(s) immediately prior to the Change in Control: Medical Insurance, Dental Insurance, Employee Assistance Program, Group Life Insurance and Supplemental Group Life Insurance. To the extent that such continued participation is taxable to the Participant under the Code and not exempt from Section 409A, then such continued participation will be subject to the following terms: (i) in no event will the amount of continued benefits provided in any year for a Participant decrease or increase the amount of continued benefits available to that Participant in any other year, subject to any limitations contained in the underlying documents (such as maximum lifetime benefits); (ii) to the extent that a Participant will

5

be reimbursed for any continued benefit (as opposed to receiving the benefit in-kind), such reimbursement will be made to the Participant no later than the close of the year following the year in which the reimbursable expense is incurred; and (iii) at no time will the Participant have the right to exchange such right to continued benefits for cash or any other benefit.

(d) A Participant will be credited with an additional two years of service and age subsequent to the Date of Separation under the Corporation's Benefit Restoration Plan with this additional benefit to be payable at the same time and in the same amount as benefits are payable under the terms of the Benefit Restoration Plan.

(e) Benefits under this Policy shall not be duplicative of, and shall be offset by, the same type of benefit payable under an agreement between the Corporation and the Participant or another plan, program or arrangement of the Corporation covering the Participant. To the extent that benefits under this Policy are the same type of benefit payable under such agreement or plan, program or arrangement which is subject to, and not exempt from, the requirements of Section 409A, then the benefits payable under this Policy shall be payable at the same time and in the same form as the benefits payable under such agreement or plan, program or arrangement, but only to the extent that such other benefits are subject to and not exempt from Section 409A. A Participant receiving benefits under this Policy shall not be entitled to any benefits under the Corporation's Severance Pay Plan.

(f) To the extent that any amount payable or benefit to be provided under this Policy constitutes a nonexempt “nonqualified deferred compensation plan” (as defined in Section 409A) upon a Separation from Service, and to the extent a Participant is deemed to be a “specified employee” (as that term is defined in Section 409A and pursuant to procedures established by the Corporation) on the Date of Separation, notwithstanding any other provision in this Policy to the contrary, such payment or benefit provision will not be made to the Participant during the six month period immediately following the Date of Separation. Instead, on the first day of the seventh month following the Date of Separation, all amounts that otherwise would have been paid or provided to the Participant during the six month period, but were not paid or provided because of this Section 3(f), will be paid or provided to the Participant at such time without interest and paid in the manner set forth in this Section 3. This six month delay will cease to be applicable if the Participant incurs a Separation from Service due to death or if the Participant dies before the six month period has expired.

Section 4. Administration.

(a)The Committee will administer this Policy and have the authority to interpret this Policy and determine eligibility of Participants for, and the amount of,

6

benefits hereunder in a manner consistent with the terms hereof. The Committee may engage any administrative, legal, tax, actuarial or other services it deems proper for the administration of this Policy and may maintain all records that it deems appropriate in connection with the administration of this Policy.

(b) Any claim for benefits which are provided exclusively under this Policy shall be approved or denied by the Committee within sixty (60) days following receipt of the claim. The Committee will notify the claimant in writing of its decision, which notification will include in the event of a denial of the claim, (i) specific reference to pertinent Policy provisions and (ii) a description of any additional material or information for the claimant to perfect the claim. With respect to any claim for benefits which, under the terms of this Policy, are maintained under another employee benefit plan maintained by the Corporation (e.g., medical benefits), the Committee shall determine claims regarding the Participant's eligibility under this Policy, but the administration of any other claim with respect to benefits (including the amount of such benefits) shall be subject to the claims procedure specified in such other employee benefit plan or program.

(c) In the event the Committee denies a claim in whole or in part for benefits which are provided exclusively under this Policy, or denies a claim regarding the claimant's eligibility under this Policy, the claimant will then be allowed to file a lawsuit as provided under the Employee Retirement Income Security Act. Appeals with respect to any claim for benefits which, under the terms of this Policy, are provided under another employee benefit plan maintained by the Corporation shall be subject to the claims and appeals procedure specified in such other employee benefit plan.

(d) If the Corporation fails to make a payment in whole or in part under this Policy as of the date specified, the payment will be treated as made upon the date specified if the Participant accepts the portion (if any) of the payment that the Corporation is willing to make (unless such acceptance will result in a relinquishment of the claim to all or part of the remaining amount), makes prompt and reasonable, good faith efforts to collect the remaining portion of the payment, and any further payment is made no later than the end of the first taxable year of the Participant in which the Corporation and the Participant enter into a legally binding settlement of such dispute, the Corporation concedes that the amount is payable, or the Corporation is required to make such payment pursuant to a final and nonappealable judgment or other binding decision.

Section 5. Amendment and Termination.

(a) This Policy may be amended by the Committee at any time; provided, however, that any amendment within one year before or two years after a Change in Control cannot be applied to any Participant who would be adversely affected without such Participant's consent.

7

(b) This Policy shall continue indefinitely after the Effective Date, unless the Committee shall decide to terminate this Policy by adopting resolutions terminating this Policy; provided, however, following commencement of any discussions with a third party that results in a Change in Control, this Policy shall continue subject to Section 5(a) until such time as the Corporation and each affiliate or subsidiary shall have fully performed all of their obligations under this Policy with respect to all Participants, and shall have paid all benefits under this Policy with respect to all Participants.

Section 6. Miscellaneous.

(a) This Policy shall be binding upon any successor in interest of the Corporation or an affiliate (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, and shall be enforceable by or on behalf of a Participant in the same manner and to the same extent as the Corporation is bound and as if no succession had taken place. As used in this Policy, the term “Corporation” shall include any successor to all or substantially all its business or assets or which becomes bound by the terms of this Policy by the terms hereof, by operation of law, or otherwise. It is intended that this Policy confer vested and nonforfeitable rights for each Participant to receive benefits to which the Participant is entitled under the terms of this Policy with Participants being third party beneficiaries.

(b) Except as otherwise provided herein, this Policy shall not affect any Participant's rights or entitlement to other accrued but unpaid compensation or benefits under any other employee benefit program offered to the Participant by the Corporation or an affiliate as of the Date of Separation.

(c) The various provisions of this Policy are severable and any determination of invalidity or unenforceability of any one provision shall not have any effect on the remaining provisions.

(d) Any notice, demand or other communication required or permitted under this Policy shall be effective only if it is in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid addressed (i) if to the Participant, at the address most recently on file with the Corporation or (ii) if addressed to the Corporation, at its principal executive office and addressed to the General Counsel. Any Summary Dismissal by the Corporation or termination by the Corporation for disability shall be communicated by Notice of Separation to the Participant and any Separation from Service for Good Reason by the Participant shall be communicated by Notice of Separation to the Corporation.

(e) The Participant shall not be required to mitigate the amount of any payment provided under this Policy by seeking other employment or otherwise, nor shall

8

the amount of any payment provided under this Policy be reduced by any earnings of the Participant after the Date of Separation from any subsequent employer or from any other source.

(f) All payments made pursuant to this Plan shall be subject to withholding of required income and employment taxes.

(g) This Policy shall be governed by and construed in accordance with the internal laws of the State of New York.

	AVON PRODUCTS, INC.
Date: January 9, 2013	By:  /s/ Gina Fitzsimons
	Name: Gina Fitzsimons
	Title: VP, Global Compensation &
	Benefits

9

Exhibit A

Acknowledgment

I acknowledge that I received, read and understand the Avon Products, Inc. Change in Control (the “Policy”), which supersedes in the event of a Change in Control all prior agreements, programs and arrangements with Avon Products, Inc., written or oral, relating to the subject matter hereof, including the terms of any offer letter agreements, as amended from time to time. In the event of any inconsistency, the terms of the Policy will govern. I also acknowledge that the Policy extends additional benefits to me that are not covered under existing agreements, programs and arrangements. This Acknowledgement is not an employment contract or a guarantee of continued employment.

Name:	Date:
Title:

NY3 - 504128.02

EX-10.56

[Avon Letterhead]

EXHIBIT 10.56

February 1, 2013

Personal & Confidential

Mr. John Owen

[Home Address]

Re:    Agreement and Release of Claims

Dear John:

Avon Products, Inc.'s (“Avon's”) commitment to meet the competitive challenges of business climates means that the composition of our workforce will require change from time to time. At this time, Avon has decided to terminate your employment. Knowing that change is never easy, Avon wants to assist you in this transitional period. Pursuant to our conversation today, this Letter Agreement and General Release of Claims (this “Agreement”) sets forth your benefits under the Avon Products, Inc. Severance Pay Plan (the “Plan”). The Plan was designed to help affected employees as much as feasible under these difficult circumstances.

The Plan automatically pays you two weeks of your base salary (the “automatic severance”). A total of two weeks of base salary, then, is payable to you at this time.

However, the Plan provides that: (1) if you sign and submit this Agreement within the time specified in the last numbered paragraph of this Agreement (numbered paragraphs in the Agreement will be called “Paragraphs”); and (2) you do not revoke the Agreement, again, within the time specified in the last Paragraph, you will be entitled to additional severance amounts in excess of the automatic severance and you will be entitled to certain other benefits (hereinafter, for clarity, this collection of payments and benefits will be called the “Program”). The Program is payable instead of the automatic severance. If you sign this Agreement and accept the Program, your election will become effective on the eighth day after you sign the Agreement, assuming you do not timely revoke it, as described in the last Paragraph.

Please note, however, that if you sign the Agreement earlier than your last day of active employment, Avon is requesting that you sign another general release (the “Second General Release”) containing release provisions similar to those contained in this Agreement. This Second General Release may also be revoked within the time specified in the last Paragraph and will only become effective on the eighth day after it is signed. Until this Agreement and the

Second General Release becomes effective, you do not have a binding right to severance benefits beyond the automatic severance (two weeks). If you elect not to sign the Agreement, you are entitled to retain the automatic severance (two weeks of base salary).

The below Paragraphs describe the treatment of your benefits after your Separation Date (defined in Paragraph 1) and, where applicable, describe the additional benefits available under the Program, assuming you accept the offer contained in this Agreement and do not timely revoke your acceptance and the Second General Release:

1. Last Day of Active Employment

Your last day of active employment with Avon will be August 31, 2013 (the “Separation Date”). You must work through your designated last day of employment to receive Program benefits. You will receive a separate payment for any earned, but unused, vacation benefits.

If you accept the offer contained in this Agreement, a Lump Sum Cash Payment (defined in Paragraph 2 below), less all applicable deductions, will be made to you in 2013, no earlier than the first paycheck date which occurs after the eighth day following the execution of the Second General Release. Note that the Second General Release may be executed no earlier than the Separation Date.

You will receive a separate payment for any earned, but unused, vacation benefits.

2. Lump Sum Cash Payment

If you elect to participate in the Program, you will receive a cash payment based upon 104 weeks of your current annual base salary of $565,000, as calculated by Avon payroll in accordance with Avon's normal payroll practices equal to what would be payable as base salary to you for the 104-week period beginning September 1, 2013 through August 31, 2015 (the “Lump Sum Cash Payment”). The Lump Sum Cash Payment will be paid in one lump sum, less applicable deductions as specified in Paragraph 1 above.

For the avoidance of doubt, note that the Lump Sum Cash Payment is exempt from the requirements of Internal Revenue Code Section 409A (“409A') because it satisfies the requirements to be a “short term deferral.”

If you do not accept the Program, you will receive no severance benefits other than your automatic severance (for a total of two weeks of base salary).

2

Initials JO

3. Retirement Plans and Retirement Medical Plan

PRA: Regardless of whether you accept the Program, you may retire under the Avon Products, Inc. Personal Retirement Account Plan (the “PRA”). Your benefit will be calculated as of the Separation Date both under the “Old Plan” formula and the Cash Balance benefit formula and you will receive the greater of the two benefits. You may first retire and receive your PRA benefit in September 2013.

Restoration Plan: As with the PRA, regardless of whether you accept the Program, you may retire under the Benefit Restoration Pension Plan of Avon Products, Inc. (the “Restoration Plan”). Again, your benefit will be calculated as of the Separation Date under both formulas and you will receive the greater of the two benefits. Your Restoration Plan benefit will be paid in accordance with the terms of the Restoration Plan in the form that you have already elected or in the default form of payment under the Restoration Plan (80% lump sum, 20% payable in 60 equal monthly installments). Because through March 31, 2013, under 409A, you qualify as a “key employee” (one of the top 50 highest-paid Avon employees), and because Avon believes that after Avon determines its key employees for the period April 1, 2013 through March 31, 2014 you will again qualify as a key employee, you are hereby deemed to be a “key employee” under 409A for all of Avon's nonqualified deferred compensation plans as of August 31, 2013, even if later analysis yields a different result. Therefore, as a deemed key employee under 409A and pursuant to the Restoration Plan, though the Restoration Plan benefit will be calculated as of the Separation Date, the first payment will not be paid to you until March 2014. Interest calculations on the delayed amount are pursuant to the terms of the Restoration Plan.

Retirement Medical Plan: As with the retirement plans, regardless of whether you accept the Program, you are eligible to begin participating in the Avon Products, Inc. Medical Plan for Retired Employees (the “Retirement Medical Plan”) in September 2013, assuming you satisfy the other eligibility requirements under the Retirement Medical Plan.

4. Avon Personal Savings Account Plan: With respect to the Avon Personal Savings Account Plan (the “PSA”), also known as the 401(k) Plan, you are considered a terminated employee on your Separation Date. Upon your Separation Date, you may take a distribution of your benefits immediately. You may roll over the contents of your PSA account into an Individual Retirement Account or other tax-deferred savings account in accordance with applicable tax rules. Please consult with your accountant or tax advisor before doing so. Any outstanding loans you may have are payable within three months after your Separation Date.

3

Initials JO

5. Cash Incentive Awards

Annual EIP: You are currently a participant in the Avon Products, Inc. Executive Incentive Plan (the “Annual EIP”). Payments, if any, are governed by the terms of the Annual EIP, and are triggered by the attainment of Avon performance measures and individual performance goals, as determined in accordance with Company policies. You will be entitled to a 2012 Annual EIP award, if any, payable in 2013, assuming you satisfy the 2012 Annual EIP requirements. You will be eligible for a pro-rated 2013 Annual EIP award, if any, assuming you satisfy the 2013 Annual EIP requirements, which will be payable, if at all, in 2014.

Long-Term Cash Plans under the EIP

You are currently a participant in four long-term cash incentive plans under the EIP (hereinafter called the “Long-Term Cash Plans”): (1) the 2011 Transition Cash Plan; (2) the 2011-2012 Transition Cash Plan; (3) the 2011-2013 Long-Term Incentive Program; and (4) the 2012-2014 Long-Term Incentive Program. Terminations under the Long-Term Cash Plans are governed by the terms of each such plan. Please look at the summary of each plan for details about distributions following a termination of employment.

Generally, however:

• 2011 Transition Cash Plan - It has been determined this Plan will not pay out.

• 2011-2012 Transition Cash Plan - This Plan will pay out, if at all, in 2014. Your award is pro-rated based upon the number of completed months from January 1, 2011 to your Separation Date (32/36).

• 2011-2013 Long-Term Incentive Program - This Plan will pay out, if at all, in 2014. Your award is pro-rated based upon the number of completed months from January 1, 2011 to your Separation Date (32/36).

• 2012-2014 Long-Term Incentive Program -- This Plan will pay out, if at all, in 2015. Your award is pro-rated based upon the number of completed months from January 1, 2012 to your Separation Date (20/36).

• You will not be eligible to receive a 2013 Long-Term Incentive Grant.

As a reminder, all of your Long Term Cash Plans are subject to Avon's compensation recoupment policies.

6. Deferred Compensation Plan: Under the Avon Products, Inc. Deferred Compensation Plan (the “DCP”), distributions will begin in accordance with the terms of such plan and any elections you may have made under such plan, including any amendments to such

4

Initials JO

plan that may be enacted from time to time. Your DCP form and timing of payment elections are available online at www.mullinconsulting.com. Generally, you will receive the first distribution from your DCP Retirement Accounts no earlier than January 2014 (for pre-2005 accounts only). You will receive your distribution from your Current Retirement Accounts under the DCP no earlier than January 2015. Note that different distribution election (both form and timing) may apply for your pre-2005 and post-2004 (Current) accounts under the DCP.

7. Equity Plans

Stock Options

You have nine outstanding option grants (2003, 2004, two 2005, 2006, 2007, 2008, 2009 and 2010). You are currently 100% vested in all stock options (though 1/3 of your 2010 grant is not exercisable until March 2013). Note that you have partially exercised your 2003 and 2009 options. Each of these options will remain exercisable through the end of their respective 10-year terms and will continue to be governed by the applicable stock option agreement(s) and the stock incentive plan(s).

RSUs

You have one outstanding time-based retention restricted stock unit (“RSU”) (2010). It will vest in August 2013 and will settle within 60 days. Please see your individual agreement and the 2010 Stock Incentive Plan for details.

PRSUs

You have two outstanding performance-restricted stock units (“PRSUs”) (2011 and 2012).

• 2011 Grant - Your 2011 Grant will be pro-rated based upon the completed months from January 1, 2011 to your Separation Date (32/36) and will settle, if at all, in 2014.

• 2012 Grant - Your 2012 Grant will be pro-rated based upon the completed months from January 1, 2012 to your Separation Date (20/36) and will settle, if at all, in 2015.

• You will not be eligible to receive a 2013 Long-Term Incentive Grant.

Please see the equity plan brochure(s), your individual PRSU agreements and the 2010 Stock Incentive Plan for details.

As a reminder, your equity arrangements may be subject to Avon's clawback and compensation recoupment policies.

5

Initials JO

8. Career Transition and Development Services: If you accept the Program, you will also receive career transition and development services provided by Mullin Associates. Please contact Keith Mullin for more information on outplacement services (kmullin@mullinassociates.com, 212-768-3900 Ext: 250). Your eligibility for outplacement services will begin on September 1, 2013 and will continue for twelve months. If, at the conclusion of this initial career transition and development period, you have not found new employment, you may be eligible for a maximum of twelve additional months of career transition and development services, to be granted in one-month increments at the sole discretion of Avon.

If you do not accept the Program, no career and transitional services will be provided to you.

9. Health and Welfare Plans

Your coverage under the Avon Products, Inc. Medical Plan for Active Employees will end on your Separation Date (for the Medical, Dental, Vision, Health Savings Account and Employee Assistance subplans). You will then be entitled to elect continued coverage under COBRA for your active health insurance at your own expense, assuming you satisfy the requirements of COBRA. Alternatively, you can elect to begin participating in the Retirement Medical Plan as of September 1, 2013, assuming you satisfy the requirements for participation. Note that dependent eligibility rules different between the active and retiree medical plans.

Your Group Life Insurance, Supplemental Life Insurance, Group Accidental Death and Dismemberment (“AD&D”) and Supplemental AD&D and the Short-Term and Long-Term Disability plans will also all terminate on your Separation Date. Note that you may be entitled to convert the Group Life coverage to individual life insurance coverage. Please contact MetLife before your Group Life insurance coverage terminates for details.

In addition, if you participate in the Flexible Spending Accounts and the Transit Incentive Plan, these, too, will cease on your Separation Date (except that you may continue to participate for the remainder of the calendar year in the Health Care Flexible Spending Account in accordance with the federal law known as COBRA, assuming you satisfy the requirements of COBRA and assuming that you elect COBRA). You will receive separate paperwork required to elect COBRA continuation coverage for the Health Care Flexible Spending Account.

If you participate in the Transit Incentive Plan, you will have 90 days after you Separation Date to spend the remaining funds on your WageWorks Transit Commuter Card.  At the end of the 90-day period, any post-tax funds remaining on the card will be returned to you and any pre-tax funds will be forfeited.  Federal regulations prohibit Avon from returning forfeited funds back to you. For more information please contact WageWorks at 877-924-3967.

6

Initials JO

10. Perquisites

Personal Auto and Excess Liability: Your Personal Auto and Excess Liability insurance ceases on your Separation Date.

SLIP: Your participation in the SLIP will cease as of your Separation Date.

Executive Health Insurance: If you have not already received your annual Executive Health Exam by your Separation Date, you may still receive the exam no later than November 30, 2013.

Transportation Allowance: You will be entitled to receive a transportation allowance for the three-month period following your last day of active employment. Normally this will paid in the same manner as it is paid as when you were an active employee, except that because you are a deemed key employee, you will be paid this benefit in a lump sum payment no earlier than the end of the calendar quarter which is at least six months after your last day of active employment, as required by Internal Revenue Code Section 409A. This means that you will be paid your transportation allowance no earlier than March 31, 2014.

Home Security: You may continue to receive home security through the end of the annual contract period.

Financial Planning and Tax Preparation: You will be eligible for Financial Planning and Tax Preparation services through December 2015. Reimbursements will generally be quarterly on the last day of the quarter. However, because you are a key employee, your first reimbursement will not be made until the end of the calendar quarter which is at least six months after your last day of active employment. Thereafter, reimbursements will be made on a quarterly basis on the last day of the calendar quarter. This means that you will not be reimbursed for your first Financial Planning and Tax Preparation earlier than March 31, 2014.

Your continued receipt of the above perquisite(s) is subject to the following rules: (x) to the extent that any such perquisite is provided via reimbursement to you, no such reimbursement will be made by Avon later than the end of the year following the year in which the underlying expense is incurred; (y) any such perquisite provided by Avon in any year will not be affected by the amount of any such perquisite provided by Avon in any other year; and (z) under no circumstances will you be permitted to liquidate or exchange any such perquisite for cash or any other benefit.

11. Your Obligations to Avon

In consideration of the benefits being provided to you under the Program, if you accept the Program, you further agree to the following:

7

Initials JO

(a) You will not knowingly use or disclose, directly or through persons interposed, without Avon's prior written consent (which may only be provided by a Senior Vice President or higher officer), as and from this date, and at any time, any secret, confidential, or proprietary information or knowledge relating to Avon or any of its affiliated companies, and their respective businesses, agents, employees, customers and independent sales representatives, that you obtained or generated during or as a result of your employment at Avon, such as, but not limited to, financial information and projections, marketing information and plans, product formulations, samples, processes, production methods, intellectual property and trade secrets, data, know-how, sales, market development programs and plans, and other types of information not generally available to the public.

(b) You will not knowingly take any action or make any statement, whether written or oral, whether in public or private, that disparages or defames the goodwill or reputation of Avon, its associated companies, or their directors, officers, and employees. Nor will you disclose the terms and conditions of this Agreement to anyone, except as required by law or to your immediate family, accountant, and legal counsel after securing their similar commitments of strict confidentiality.

(c) You will not, without Avon's prior written consent (which may only be provided by a Senior Vice President or higher officer) through August 31, 2015 (the “Noncompetition Period”), directly or indirectly hire, solicit, or aid in the solicitation of, any employee of Avon or an affiliated company, including any solicitation of an employee to leave his or her Avon employment to work for any other employer.

(d) Notwithstanding anything else in this Agreement, you will not, during the Noncompetition Period, without Avon's prior written consent (which may only be provided by the Chief Executive Officer), accept employment with, or act as a consultant or independent contractor to, any company engaged in the direct selling business or the beauty business within or without the United States including, but not limited to, the following: Amway Corp./Alticor Inc., Beiersdorf (Nivea), De Millus S.A., Ebel Int'l/Belcorp Corp., Faberlic, Forever Living Products LLC USA, Gryphon Development/Limited Brands Inc., Herbalife Ltd., Hermès, Lady Racine/LR Health & Beauty Systems GmbH, L'Oréal Group/Cosmair Inc., Mary Kay Inc., Mistine/Better Way (Thailand) Co. Ltd., Natura Cosmetics S.A., Neways Int'l, NuSkin Enterprises Inc., O Boticário, Oriflame Cosmetics S.A., Reckitt Benckiser PLC, Revlon Inc., Sara Lee Corporation, Shaklee Corp., The Body Shop Int'l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Virgin Vie, Virgin Ware, Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int'l (Yanbal, Unique), or any of their affiliates. Notwithstanding the foregoing, this provision does not prohibit you from accepting employment or acting as a consultant or independent

8

Initials JO

contractor to any entity whose divisions or units are engaged in the direct selling or beauty business, so long as you do no work for or with such divisions or units.

(e) By signing this Agreement and the Second General Release, you are agreeing that you may be reasonably requested from time to time by Avon: (x) to advise and consult on matters within or related to your expertise and knowledge in connection with the business of Avon; (y) to make yourself available to Avon to respond to requests for information concerning matters involving facts or events relating to Avon; and (z) to assist with pending and future litigation, investigations, arbitrations, and/or other dispute resolution matters. If you provide such consultation before the end of the Noncompetition Period, Avon will only reimburse you for reasonable related out-of-pocket expenses. If you provide such consultation after the end of the Noncompetition Period, you shall be paid at your current salary rate for time expended by you at Avon's request on such matters, and shall also receive reimbursement for reasonable out-of-pocket expenses incurred in connection with such assistance. You understand that, with respect to any consultation services provided by you under this paragraph, you will not be credited with any compensation, service or age credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of Avon, unless such employee benefit plan specifically provides for such credit.

(f) By signing this Agreement and the Second General Release, you acknowledge that you understand that violations of any of the preceding covenants are material and that any violations may result in a forfeiture, at Avon's sole discretion, of your benefits and payments under this Agreement (including the lump sum cash payment), but do not relieve you of your continuing obligations under this Agreement. You agree that Avon's remedies at law for any breach by you of the preceding covenants will be inadequate and that Avon will also have the right to obtain immediate injunctive relief so as to prevent any continued breach of any of these covenants, in addition to any other available legal remedies. It is understood that any remedy available at law or in equity shall be available to Avon should the preceding covenants be breached.

12. E-Mail and Voicemail: Your e-mail and voicemail will be discontinued as of your Separation Date.

13. Return of Avon Property: On your Separation Date, you agree to promptly deliver to Avon, and not keep in your possession, duplicate, or deliver to any other person or entity, any and all property which belongs to Avon or any of its affiliated companies, including, without limitation, automobiles, computer hardware and software, cell phones, Blackberrys, iPhones, iPads, Androids, other electronic equipment, keys, credit cards, identification cards, records, data, and other documents and information, including any and all copies of the foregoing.

9

Initials JO

14. Employment Inquiries: You understand that, in the event Avon receives any inquiries from prospective employers, it shall be the policy of Avon to respond by advising that Avon's policy is to provide information only as to service dates and positions held.

15. Entire Agreement and Amendments to Agreement: You acknowledge that the only consideration for both your execution of this Agreement (which includes a general release of claims) and your execution of the Second General Release is what is expressly stated in this document. All other promises or agreements of any kind that have been made by or between the parties or by any other person or entity whatsoever that are related to the subject matter of this Agreement are superseded by this Agreement, except that any nondisclosure, intellectual property protection, non-solicit, non-compete or classified information agreements with the Company continue to apply and any plans (such as the PRA), agreements (such as any equity award agreement), or policies (such as Avon's clawback policy) that are referenced in this Agreement as continuing to be applicable are not superseded. You agree that this Agreement and the Second General Release may not be changed orally, by email, or by any other form of electronic communication, but only by a mutually signed, written agreement.

16. Severability: You agree that the provisions of this Agreement and the Second General Release are severable. If a provision or any part of a provision is held to be invalid under any law or ruling, the remaining parts of the provision will remain valid and in force to the extent allowed by law. All of the remaining provisions of this Agreement and the Second General Release will remain in full force and effect and be enforceable. If any restriction contained in this Agreement or the Second General Release is held to be excessively broad as to duration, activity, or scope, then that restriction will be construed, “blue-penciled” or judicially modified so as to be limited or reduced to the extent required to be enforceable under applicable law.

17. Voluntary Participation in the Program: You are not required to elect to participate in the Program. Any election to do so by you is completely voluntary. By signing this Agreement and the Second General Release, you warrant and represent that you have read this entire Agreement and the Second General Release, that you have had an opportunity to consult fully with an attorney, and that you fully understand the meaning and intent of this Agreement and the Second General Release. Further, you knowingly and voluntarily, of your own free will, without any duress, being fully informed, and after due deliberation, accept its terms and sign below as your own free act. You understand that as a result of executing this Agreement and the Second General Release, you will not have the right to assert that Avon or any other Avon Released Party (as defined both in the Agreement in Paragraph 20 below and in the Second General Release) unlawfully terminated your employment or violated any of your rights in connection with your employment.

18. Governing Law: You agree that this Agreement (which includes a general release of claims) and the Second General Release will be governed by and construed in accordance

10

Initials JO

with the laws of the State of New York, without regard to its conflict of laws principles, and federal law where applicable.Any action at law or in equity for the enforcement of this Agreement, by either party, shall be instituted only in state or federal court located within the City of New York, State of New York except that, to the extent that Avon is seeking equitable relief to enforce your obligations under this Agreement, Avon may, instead of relying on this jurisdiction provision, seek such relief as provided in the last subparagraph under Your Obligations to Avon.

19. Election Not to Participate in the Program and Basic Severance Benefits: Should you elect not to execute this Agreement and/or to execute the Second General Release, you will be provided only with the automatic severance (two weeks base salary) and continued coverage under certain Avon benefit plans during that period (or, for some plans, until the last day of the month in which such payments end). Following this two-week salary continuation period, you will be notified by a separate letter of your right to elect continued health insurance coverage, at your own expense, under COBRA.

20. General Release

In consideration of the severance benefits herein (i.e., the acceptance of the Program benefits) and the other terms and conditions of this Agreement,you agree, on behalf of yourself and your heirs, executors, administrators, and assigns, to forever release, dismiss, and discharge (except as provided by this Agreement) Avon and its affiliated companies and each of their respective current and former officers, directors, associates, employees, agents, employee benefit plans, employee benefit plan fiduciaries, employee benefit plan trustees, shareholders, and assigns, each and all of them in every capacity, personal and representative (collectively referred to as the “Avon Released Parties”), from any and all actions, causes of action, claims, demands, judgments, charges, contracts, obligations, debts, and liabilities of whatever nature (“Claims”), that you and your heirs, executors, administrators, and assigns have or may hereafter have against the Avon Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including, without limitation:

• All Claims arising from your employment relationship with Avon and the termination of such relationship;

• All Claims arising under any federal, state, or local constitution, statute, rule, or regulation, or principle of contract law or common law;

• All Claims for breach of contract, wrongful discharge, tort, breach of common-law duty, or breach of fiduciary duty;

11

Initials JO

• All Claims for violation of laws prohibiting any form of employment discrimination or other unlawful employment practice, including without limitation, as applicable:

◦ The Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101 et seq.;

◦ Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq.;

◦ The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”);

◦ The Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq.;

◦ The Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq.;

◦ The Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq. (the “FMLA”);

◦ The Genetic Information Nondiscrimination Act of 2008, as amended, 42 U.S.C. §§ 2000ff et seq.;

◦ The National Labor Relations Act of 1935, as amended, 29 U.S.C. §§ 151 et seq.;

◦ The New York Human Rights Law, as amended, N.Y. Exec. Law §§ 290 et seq.; the New York City Human Rights Law, as amended, N.Y.C. Admin. Code §§ 8-101 et seq.; and the New York State Worker Adjustment and Retraining Notification Act, as amended, N.Y. Labor Law §§ 860 et seq.;

◦ Any other state's and local government's human rights laws, anti-discrimination laws, and “plant closing”/mini-WARN Act laws;

◦ “Whistleblower” laws and laws protecting “whistleblowers” from retaliation; and

◦ Any other federal, state, or local statute, rule, or regulation;

provided, that you do not release or discharge the Avon Released Parties: (x) from any Claims arising after the date on which you execute this Agreement; (y) from any Claims for a breach by Avon of its obligations under this Agreement; or (z) from any Claims that

12

Initials JO

by law cannot be released or waived. It is understood that the release herein does not release the Avon employee benefit plans from any claims for vested benefits that you have under the terms of any of Avon's employee benefit plans applicable to you. It is further understood that nothing in this release shall preclude or prevent you from challenging the validity of this release solely with respect to any waiver of any Claims arising under the ADEA on or before the date on which you execute this Agreement.

Nothing in this Agreement is to be construed as an admission on behalf of the Avon Released Parties of any wrongdoing with respect to you, any such wrongdoing being expressly denied.

You represent and warrant that you have not filed any complaint, charge, claim, or proceeding against any of the Avon Released Parties before any federal, state, or local agency, court, or other body relating to your employment and the cessation thereof. You agree that, if you or any other person or entity files an action, complaint, charge, claim, or proceeding against any of the Avon Released Parties, you will not seek or accept any monetary, equitable, or other relief in such action, complaint, charge, claim, or proceeding (including without limitation, relief that would provide you with reinstatement to employment with Avon) and that you will take all available steps/procedures to withdraw and/or dismiss the complaint, charge, claim or proceeding.

If you are employed in, or, formerly employed in the State of California, you additionally acknowledge that you are aware of and familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the general release which if known by him must have materially affected his settlement with the debtor.”

If you are employed in, or, formerly employed in the State of California, by signing this Agreement, you hereby waive and relinquish all rights and benefits which you may have under Section 1542 of the California Civil Code and under the law of any other state or jurisdiction to the same or similar effect. You represent and warrant that you have the authority to enter into this general release on your behalf individually and to bind all persons and entities claiming through you.

You acknowledge that Avon has advised you to consult with legal counsel prior to signing this Agreement and the Second General Release. You represent and warrant that you fully understand the terms of this Agreement, and the Second General Release, and you knowingly and voluntarily, of your own free will, without any duress, being fully informed, and after due deliberation, accept its terms and sign below as your own free act. You understand that, as a result of signing this Agreement and the Second General Release, you will not have the right to assert that Avon or any other Avon Released Party

13

Initials JO

unlawfully terminated your employment or violated any of your rights in connection with your employment.

21. Additional Representations

(a) You acknowledge that you have been paid in full (or will be paid in full pursuant to the Company's normal payroll practice policy) for all hours that you have worked for Avon and other than what is provided for in this Agreement, you have no other rights to any other compensation or benefits.

(b) You further acknowledge that you have not been denied any leave requested under the FMLA or applicable state leave laws and that, to the extent applicable, you have been returned to your job, or an equivalent position, following any FMLA or state leave taken pursuant to the FMLA or state laws.

(c) You acknowledge, understand and agree you have reported to Avon any work related injury or illness that occurred up to and including the Separation Date.

22. Compliance with Laws/Tax Treatment: Avon will comply with all payroll/tax withholding requirements and will include in income these benefits as required by law. Avon cannot guarantee the tax treatment of any of these benefits and makes no representation regarding the tax treatment.

23. Internal Revenue Code Section 409A: The parties hereto have a made a good faith effort to comply with current guidance under Internal Revenue Code Section 409A (“409A”). The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith, including, without limitation, that references to “termination of employment” and like terms, with respect to payments and benefits that are provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, will be interpreted to mean “separation from service” (as defined in 409A). In the event that amendments to this Agreement are necessary in order to comply with 409A or to minimize or eliminate any income inclusion and penalties under 409A (e.g., under any document or operational correction program), Avon and you agree to negotiate in good faith the applicable terms of such amendments and to implement such negotiated amendments, on a prospective and/or retroactive basis, as needed. To the extent that any amount payable or benefit to be provided under this Agreement constitutes an amount payable or benefit to be provided under a “nonqualified deferred compensation plan” (as defined in 409A) that is not exempt from 409A, and such amount or benefit is payable or to be provided as a result of a “separation from service” (as defined in 409A), and you are a “specified employee” (as defined in 409A and determined pursuant to procedures adopted by Avon from time to time) on your separation from service date, then, notwithstanding any other provision in this Agreement to the contrary, such payment or

14

Initials JO

benefit will not be made or provided to you before the day after the date that is six (6) months following your separation from service. Notwithstanding the foregoing, Avon makes no representation to you about the effect of 409A on the provisions of this Agreement and Avon shall have no liability to you in the event that you become subject to taxation under 409A (other than any tax reporting and/or withholding obligations that Avon may have under applicable law).

24. Advice of Counsel: You acknowledge that you have been and are hereby advised by Avon to consult with an attorney in regard to this matter. You understand that you are responsible for the costs of any such legal services incurred in connection with such consultation.

25. Permissible Time to Sign Agreement and Second General Release. If you do not sign this Agreement and return it to Avon within 21 days of the date on which you receive this Agreement and if you do not sign the Second General Release and return it within the time specified, then you will not be entitled to any benefits under the Program beyond the automatic severance provided to all terminating. As long as you sign and return this Agreement within this time period, you will have seven (7) days immediately thereafter to revoke your decision by delivering, within the seven (7) day period, written notice of revocation to the Senior Vice President, Human Resources or a designated Human Resources employee. If you do not revoke your decision during that seven-day period, then this Agreement will become effective on the eighth day. Note that similar revocation rules apply to the Second General Release. If you sign and return this Agreement and the Second General Release within the times specified, each will become effective on the eighth day.

You understand that the present offer of the Program is made without prejudice and is conditional upon its unqualified acceptance and the execution and delivery by you of this Agreement, and the execution and delivery of the Second General Release. Note that the Agreement includes a confidentiality agreement regarding confidential information obtained while you were in the employ of Avon.

Your signature below signifies your voluntary acceptance of the terms of this Agreement, its confidentiality clauses regarding information obtained while you were in the employ of Avon and your election to receive benefits under the Program, which benefits you acknowledge are in excess of those provided under Avon's regular severance pay policies.

A duplicate copy of this Agreement and the Second General Release is attached for your files. Please sign and date both copies of this Agreement, in the spaces provided, returning one copy to Avon and retaining the other copy for your records. If you elect not to participate in the Program, please notify Avon, in writing, as soon as practicable of your decision.

[Signatures on next page]

15

Initials JO

We thank you for your contributions to Avon, and wish you success with your future career.

Sincerely,

AVON PRODUCTS, INC.

By: /s/Sheri McCoy

SHERI MCCOY

CHIEF EXECUTIVE OFFICER

You have carefully reviewed, understood and agree with the terms and conditions specified in this Agreement above. You have signed to indicate your acceptance thereof.

Date: 2/11/2013	By: /s/John Owen
	JOHN OWEN

16

Initials JO

EX-21

EXHIBIT 21

AVON PRODUCTS, INC. AND SUBSIDIARIES

The following list includes companies that were owned directly or indirectly by Avon Products, Inc., a New York corporation, as of December 31, 2012. The list includes all subsidiaries.

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
Productos Avon (Bolivia) Ltda.	Bolivia
Avon Cosmetics BiH d.o.o. Sarajevo	Bosnia & Herzegovina
Avon Cosméticos Ltda.	Brazil
Avon Industrial Ltda.	Brazil
NATA	Brazil
Viva Brasil Gestao de Bens Ltda	Brazil
Avon AIO Sdn Bhd	Brunei Darussalam
Avon Cosmetics Bulgaria EOOD	Bulgaria
Avon Canada, Inc.	Canada
Silpada Designs Canada Company	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
Viva Cayman 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 Ltda.	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 Holdings LLC	Delaware
Avon International Operations, Inc.	Delaware
Avon Land Development Corp.	Delaware
Avon Pacific, Inc.	Delaware
Avon-Lomalinda, Inc.	Delaware
Liz Earle Inc.	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 Export Limited	England and Wales
Avon Cosmetics Ireland Limited	England and Wales
Avon Cosmetics Limited	England and Wales
Avon European Financial Services Limited	England and Wales
Avon European Holdings Limited	England and Wales
Avon Fashions (UK) Limited	England and Wales
Avon Products Holding Limited	England and Wales
Avon UK Holdings Limited	England and Wales
LEBM Limited	England and Wales
Liz Earle Beauty Co. (International) Limited	England and Wales
Liz Earle Beauty Co. Limited	England and Wales
Liz Earle By Mail Limited	England and Wales
Liz Earle Cosmetics Limited	England and Wales
Liz Earle International Limited	England and Wales
Liz Earle 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 Germany Holding und Verwaltungsgesellschaft mbH	Germany
Avon Germany Holdings GmbH & Co KG	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
PT Avon Indonesia	Indonesia
Avon Limited	Ireland
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
Beauty Products Holding Netherlands 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
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 Products Limited	South Korea
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
Avon Cosmetics Vietnam, Ltd.	Vietnam

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Reg. Nos. 333-180054, 333-103432 and 333-149402) and Form S-8 (Reg. Nos. 333-174496, 333-167174, 333-129866, 333-124125, 333-43820, 333-65989 and 33-65998) of Avon Products, Inc. of our report dated February 28, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, New York

February 28, 2013

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Sherilyn S. McCoy, certify that:

1. I have reviewed this annual report on Form 10-K of Avon Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2013

/s/ Sherilyn S. McCoy

Sherilyn S. McCoy

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Kimberly Ross, certify that:

1. I have reviewed this annual report on Form 10-K of Avon Products, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 5, 2013

/s/ Kimberly Ross

Kimberly Ross

Executive Vice President and

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Avon Products, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sherilyn S. McCoy, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 5, 2013

/s/ Sherilyn S. McCoy

Sherilyn S. McCoy

Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Avon Products, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kimberly Ross, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 5, 2013

/s/ Kimberly Ross

Kimberly Ross

Executive Vice President and

Chief Financial Officer

XML

Fair Value (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Abstract

Fair Value Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:

	Level 1		Level 2		Total
Assets:
Money market funds	$	26.9	$	—	$	26.9
Available-for-sale securities	1.9		—		1.9
Interest-rate swap agreements	—		94.8		94.8
Foreign exchange forward contracts	—		4.9		4.9
Total	$	28.8	$	99.7	$	128.5
Liabilities:
Interest-rate swap agreements	$	—	$	1.7	$	1.7
Foreign exchange forward contracts	—		1.5		1.5
Total	$	—	$	3.2	$	3.2

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	1.8	$	—	$	1.8
Interest-rate swap agreements	—		153.6		153.6
Foreign exchange forward contracts	—		5.6		5.6
Total	$	1.8	$	159.2	$	161.0
Liabilities:
Interest-rate swap agreements	$	—	$	6.0	$	6.0
Foreign exchange forward contracts	—		10.5		10.5
Total	$	—	$	16.5	$	16.5

Fair Value Measurements, Nonrecurring

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis

December 31, 2012 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	44.6	$	44.6
Silpada indefinite-lived trademark	—		—		40.0		40.0
Silpada finite-lived customer relationships	—		—		40.0		40.0
Total	$	—	$	—	$	124.6	$	124.6

In the fourth quarter of 2012, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill, indefinite-lived trademark, and finite-lived customer relationships associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $116.7 to its estimated fair value of $44.6, resulting in a non-cash impairment charge of $72.1. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $85.0 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $45.0, and the carrying amount of Silpada’s finite-lived customer relationships was reduced from $131.9 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $91.9.

September 30, 2012 - China

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
China goodwill	$	—	$	—	$	37.3	$	37.3
Total	$	—	$	—	$	37.3	$	37.3

In the third quarter of 2012, we completed an interim impairment assessment of the fair value of goodwill related to China and subsequently determined that the goodwill associated with China was impaired. As a result, the carrying amount of China’s goodwill was reduced from $81.3 to its estimated fair value of $37.3, resulting in a non-cash impairment charge of $44.0.

December 31, 2011 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2011, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	116.7	$	116.7
Silpada indefinite-lived trademark	—		—		85.0		85.0
Total	$	—	$	—	$	201.7	$	201.7

In the fourth quarter of 2011, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill and an indefinite-lived trademark associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $314.7 to its estimated fair value of $116.7, resulting in a non-cash impairment charge of $198.0. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $150.0 to its estimated fair value of $85.0, resulting in a non-cash impairment charge of $65.0.

Fair Value Measurement - Silpada and China

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a DCF approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a business, and is most consistent with the approach a marketplace participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

See Note 17, Goodwill and Intangible Assets for further information on Silpada and China.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, money market funds, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt, foreign exchange forwards contracts, and interest-rate swap agreements. The carrying value for cash and cash equivalents, accounts receivable, accounts payable, and short-term investments approximate fair value because of the short-term nature of these instruments. The net asset (liability) amounts recorded in the balance sheet (carrying amount) and the estimated fair values of our remaining financial instruments at December 31 consisted of the following:

	2012		2011
	Carrying Amount	Fair Value	Carrying Amount		Fair Value
Available-for-sale securities	1.9	1.9	1.8		1.8
Money market funds	26.9	26.9	—		—
Debt maturing within one year(1)	572.0	572.2	849.3		849.3
Long-term debt(1)	2,623.9	2,547.8	2,459.1		2,445.2
Foreign exchange forward contracts	3.4	3.4	(4.9	)	(4.9	)
Interest-rate swap agreements	93.1	93.1	147.6		147.6

(1) The carrying value of debt maturing within one year and long-term debt is net of related discount or premium as well as unrealized gains from interest-rate swap agreements.

The methods and assumptions used to estimate fair value are as follows:

Available-for-sale securities and money market funds - The fair values of these investments were the quoted market prices for issues listed on securities exchanges.

Debt maturing within one year and long-term debt - The fair values of all debt and other financing were determined using Level 2 inputs based on indicative market prices.

Foreign exchange forward contracts - The fair values of forward contracts were estimated based on quoted forward foreign exchange prices at the reporting date.

Interest-rate swap agreements - The fair values of interest-rate swap agreements were estimated based on LIBOR yield curves at the reporting date.

XML

Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Assessment for 2002 [Member]
Assessment of contingencies, including penalties and accruing interest, reduced	$ 32.0
Assessment Of Contingencies, Prior to Reductions	75.0
IPI [Member] | Assessment for 2012 [Member]
Loss Contingency, Estimate of Possible Loss	392.0
PIS [Member] | Assessment for 2012 [Member]
Loss Contingency, Estimate of Possible Loss	58.0
COFINS [Member] | Assessment for 2012 [Member]
Loss Contingency, Estimate of Possible Loss	$ 271.0

XML

Debt and Other Financing (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended		3 Months Ended	12 Months Ended																														12 Months Ended
	Mar. 31, 2009	Mar. 31, 2008	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 31, 2013	Mar. 31, 2012	Apr. 30, 2003	Dec. 31, 2012 Term Loan [Member]	Dec. 31, 2011 Term Loan [Member]	Dec. 31, 2012 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Dec. 31, 2011 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Mar. 31, 2008 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Dec. 31, 2012 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	Dec. 31, 2011 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	May 31, 2003 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	Dec. 31, 2012 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Dec. 31, 2011 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Mar. 31, 2009 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Nov. 23, 2010 Two Point Six Percent Notes, Due November Two Thousand Fifteen [Member]	Dec. 31, 2012 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Dec. 31, 2011 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Mar. 31, 2008 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Dec. 31, 2012 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Dec. 31, 2011 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Jun. 30, 2003 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Dec. 31, 2012 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Dec. 31, 2011 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Mar. 31, 2009 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Nov. 23, 2010 Four Point Zero Three Percent Notes, Due November Two Thousand Twenty [Member]	Nov. 23, 2010 Four Point One Eight Percent Notes, Due November Two Thousand Twenty Two [Member]	Dec. 31, 2012 Private Placement [Member]	Dec. 31, 2012 Term Loan [Member]	Dec. 31, 2012 Line of Credit [Member]	Dec. 31, 2012 Private Placement Notes [Member]
Gain (Loss) on Fair Value Hedges Recognized in Earnings				$ 8.4	$ 53.2
Debt Instrument, Unamortized Discount (Premium), Net															1.0	3.7
Average annual interest rates			10.50%	8.60%	10.50%
Bank overdrafts			17.4	35.9	17.4
Obligations under capital leases			15.3	13.9	15.3
Other financing obligations			62.2	61.7	62.2
Net unrealized gains on debt with fair value hedges				93.1	147.6
Principal Amount of Debt	850.0	500.0							100.0					250.0			125.0			500.0	142.0			250.0			250.0			350.0	290.0	103.0
Minimum compliance of interest coverage ratio, numerator																																		4	4	4
Minimum compliance of interest coverage ratio, denominator																																			1	1
Revolving Credit Facility interest coverage ratio add back maximum of restructuring or legal or regulatory action				400.0
Revolving credit facility draw down amount without violating covenant				250.0
interest coverage ratio numerator actual																																	4.25		6.64
interest coverage ratio denominator actual																																	1		1
Goodwill, Impairment Loss				116.1
Net proceeds used to repay outstanding debt	837.6	496.3
Unamortized discount to face value													0.1					0.6	1.2			0.4	0.5		0.4	0.5		2.7	3.1
Interest rate, stated percentage									6.25%					4.80%			4.625%			5.625%	2.60%			5.75%			4.20%			6.50%	4.03%	4.18%
Debt issued for cash									4.0
Line of Credit Facility, Maximum Borrowing Capacity				1,000.0
Commercial Paper				0
Commercial Paper Program				1,000.0
Credit facility annual fee				2.0
Letters of credit outstanding			23.4	21.4	23.4
Future Minimum Sublease Rentals, Sale Leaseback Transactions			58.5	48.4	58.5
Percentage of Debt Hedged by Interest Rate Derivatives			74.00%	62.00%	74.00%
Notional Amount Related to Discontinuation of Interest Rate Fair Value Hedge							1,000.0	350.0
Line of Credit Facility, Initial Borrowing Capacity																																		500.0
Term loan incremental draw down																																		50.0
Long-term Line of Credit, Noncurrent										550.0	0																							550.0
Minimum Compliance Interest Coverage Ratio Denominator																																		1
Maximum leverage ratio numerator March 2013																																	4	4
Maximum leverage ratio denominatorMarch 2013																																	1	1
Maximum leverage ratio numerator Dec 2013																																		3.75
Maximum leverage ratio denominator Dec 2013																																		1
Maximum leverage ratio denominator March 2014																																	1	1
Long-term Debt, Maturities, Repayment Terms																																		Pursuant to the term loan agreement, we are required to repay an amount equal to 25% of the aggregate principal amount of the term loan on June 29, 2014, and the remaining outstanding principal amount of the term loan on June 29, 2015
Term Loan prepayment percentage of proceeds received from incurrence of debt				50.00%
Amount in excess requiring prepayment of Term Loan				500.0
Incremental impairment charge to add back to interest coverage ratio				125.0
Notes Payable, Noncurrent												250.0	249.9		124.0	121.3		499.4	498.8			249.6	249.5		249.6	249.5		347.3	346.9				535.0
Maximum leverage ratio numerator March 2014																																	3.75	3.5
Impairment of goodwill and intangible asset			263.0	253.0	263.0	0
Private Notes prepayment percent				100.00%
Private Notes accrued interest to be paid March 2013				7.0
Private Notes Make Whole Premium				$ 65.0
Debt Instrument, Credit Rating				Our long-term credit ratings are Baa2 (Stable Outlook) with Moody's and BBB- (Negative Outlook) with S&P, which are on the low end of investment grade, and BB+ (Stable Outlook) with Fitch, which is below investment grade. In February 2013, Fitch lowered their long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook) and Moody's lowered their long-term credit rating from Baa1 (Negative Outlook) to Baa2 (Stable Outlook).

XML

Valuation and Qualifying Accounts (Tables)

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts Disclosure [Line Items]

Valuation And Qualifying Accounts

			Additions
(In millions) Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Revenue		Deductions			Balance at End of Period
2012
Allowance for doubtful accounts receivable	$	138.4	$	251.1		—		$	255.2	(1)	$	134.3
Allowance for sales returns	36.1		—			390.2		399.2		(2)	27.1
Allowance for inventory obsolescence	151.6		122.1			—		102.4		(3)	171.3
Deferred tax asset valuation allowance	546.1		81.3		(4)	—		—			627.4
2011
Allowance for doubtful accounts receivable	$	148.8	$	247.2		$	—	$	257.6	(1)	$	138.4
Allowance for sales returns	83.2		—			446.5		493.7		(2)	36.1
Allowance for inventory obsolescence	126.7		128.1			—		103.2		(3)	151.6
Deferred tax asset valuation allowance	462.7		83.4		(4)	—		—			546.1
2010
Allowance for doubtful accounts receivable	$	132.4	$	215.7		$	—	$	199.3	(1)	$	148.8
Allowance for sales returns	32.7		—			424.1		373.6		(2)	83.2
Allowance for inventory obsolescence	114.9		131.1			—		119.3		(3)	126.7
Deferred tax asset valuation allowance	370.2		92.5		(4)	—		—			462.7

(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 tax loss carryforward benefits that are not more likely than not to be realized in the future.

XML

Results of Operations by Quarter (Components Impacting Operating Profit) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Total costs to implement restructuring initiatives	$ 57.6	$ 1.6	$ 38.2	$ 27.3	$ 8.7	$ 4.6	$ 12.0	$ 14.7	$ 124.7	$ 40.0
Impairment of Silpada goodwill and intangible asset					263.0				253.0	263.0	0
Cost of Sales [Member]
Total costs to implement restructuring initiatives	1.3	(0.2)	0.7	2.7	3.0	3.5	3.5	1.2	4.5	11.2
Selling, General and Administrative Expenses [Member]
Total costs to implement restructuring initiatives	56.3	1.8	37.5	24.6	5.7	1.1	8.5	13.5	120.2	28.8
China [Member]
Impairment of Silpada goodwill and intangible asset		44.0							44.0
Silpada [Member]
Impairment of Silpada goodwill and intangible asset	$ 209.0				$ 263.0				$ 209.0	$ 263.0

XML

Fair Value (Fair Value Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Money market funds	$ 26.9
Assets, Fair Value Disclosure, Recurring	128.5	161.0
Liabilities, Fair Value Disclosure	3.2	16.5
Available-for-sale Securities [Member]
Available-for-sale Securities, Fair Value Disclosure	1.9	1.8
Interest Rate Swap Agreements [Member]
Derivative Assets	94.8	153.6
Derivative Liabilities	1.7	6.0
Foreign Exchange Contract [Member]
Derivative Assets	4.9	5.6
Derivative Liabilities	1.5	10.5
Level 1 [Member]
Money market funds	26.9
Assets, Fair Value Disclosure, Recurring	28.8	1.8
Liabilities, Fair Value Disclosure	0	0
Level 1 [Member] | Available-for-sale Securities [Member]
Available-for-sale Securities, Fair Value Disclosure	1.9	1.8
Level 1 [Member] | Interest Rate Swap Agreements [Member]
Derivative Assets	0	0
Derivative Liabilities	0	0
Level 1 [Member] | Foreign Exchange Contract [Member]
Derivative Assets	0	0
Derivative Liabilities	0	0
Level 2 [Member]
Money market funds	0
Assets, Fair Value Disclosure, Recurring	99.7	159.2
Liabilities, Fair Value Disclosure	3.2	16.5
Level 2 [Member] | Available-for-sale Securities [Member]
Available-for-sale Securities, Fair Value Disclosure	0	0
Level 2 [Member] | Interest Rate Swap Agreements [Member]
Derivative Assets	94.8	153.6
Derivative Liabilities	1.7	6.0
Level 2 [Member] | Foreign Exchange Contract [Member]
Derivative Assets	4.9	5.6
Derivative Liabilities	$ 1.5	$ 10.5

XML

Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Allowance for Doubtful Accounts Receivable [Member]
Balance at Beginning of Period	$ 138.4		$ 148.8		$ 132.4
Charged to Costs and Expenses	251.1		247.2		215.7
Charged to Revenue	0		0		0
Deductions	255.2	[1]	257.6	[1]	199.3	[1]
Balance at End of Period	134.3		138.4		148.8
Allowance for Sales Returns [Member]
Balance at Beginning of Period	36.1		83.2		32.7
Charged to Costs and Expenses	0		0		0
Charged to Revenue	390.2		446.5		424.1
Deductions	399.2	[2]	493.7	[2]	373.6	[2]
Balance at End of Period	27.1		36.1		83.2
Allowance for Inventory Obsolescence [Member]
Balance at Beginning of Period	151.6		126.7		114.9
Charged to Costs and Expenses	122.1		128.1		131.1
Charged to Revenue	0		0		0
Deductions	102.4	[3]	103.2	[3]	119.3	[3]
Balance at End of Period	171.3		151.6		126.7
Deferred Tax Asset Valuation Allowance [Member]
Balance at Beginning of Period	546.1		462.7		370.2
Charged to Costs and Expenses	81.3	[4]	83.4	[4]	92.5	[4]
Charged to Revenue	0		0		0
Deductions	0		0		0
Balance at End of Period	$ 627.4		$ 546.1		$ 462.7

[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 tax loss carryforward benefits that are not more likely than not to be realized in the future.

XML

Debt and Other Financing (Debt) (Details) (USD $) In Millions, unless otherwise specified																													12 Months Ended
	Jan. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Apr. 30, 2003	Dec. 31, 2012 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Dec. 31, 2011 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Mar. 31, 2008 Four Point Eight Percent Notes, Due March Two Thousand Thirteen [Member]	Dec. 31, 2012 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	Dec. 31, 2011 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	May 31, 2003 Four Point Six Two Five Percent Notes, Due May Two Thousand Thirteen [Member]	Dec. 31, 2012 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Dec. 31, 2011 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Mar. 31, 2009 Five Point Six Two Five Percent Notes, Due March Two Thousand Fourteen [Member]	Dec. 31, 2012 Term Loan, 25% due June 2014 and remaining due June 2015 [Member]	Dec. 31, 2011 Term Loan, 25% due June 2014 and remaining due June 2015 [Member]	Dec. 31, 2012 Two Point Six Percent Notes, Due November Two Thousand Fifteen [Member]	Dec. 31, 2011 Two Point Six Percent Notes, Due November Two Thousand Fifteen [Member]	Nov. 23, 2010 Two Point Six Percent Notes, Due November Two Thousand Fifteen [Member]	Dec. 31, 2012 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Dec. 31, 2011 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Mar. 31, 2008 Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]	Dec. 31, 2012 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Dec. 31, 2011 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Jun. 30, 2003 Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]	Dec. 31, 2012 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Dec. 31, 2011 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Mar. 31, 2009 Six Point Five Percent Notes, Due March Two Thousand Nineteen [Member]	Dec. 31, 2012 Other, payable through 2019 with interest from 2.40% to 6.50% [Member]	Dec. 31, 2011 Other, payable through 2019 with interest from 2.40% to 6.50% [Member]	Dec. 31, 2012 Four Point Zero Three Percent Notes, Due November Two Thousand Twenty [Member]	Dec. 31, 2011 Four Point Zero Three Percent Notes, Due November Two Thousand Twenty [Member]	Nov. 23, 2010 Four Point Zero Three Percent Notes, Due November Two Thousand Twenty [Member]	Dec. 31, 2012 Four Point One Eight Percent Notes, Due November Two Thousand Twenty Two [Member]	Dec. 31, 2011 Four Point One Eight Percent Notes, Due November Two Thousand Twenty Two [Member]	Nov. 23, 2010 Four Point One Eight Percent Notes, Due November Two Thousand Twenty Two [Member]
Notes payable		$ 180.6		$ 832.4
Current portion of long-term debt		391.4		16.9
Total		572.0		849.3
Notes						250.0	249.9		124.0	121.3		499.4	498.8							249.6	249.5		249.6	249.5		347.3	346.9
Long-term Line of Credit, Noncurrent															550.0	0
Senior Notes																	142.0	142.0													290.0	290.0		103.0	103.0
Other																													75.6	77.5
Total		2,880.5		2,328.4
Adjustment for debt with fair value hedges		93.1		147.6
Amortization of swap termination	90.4	41.7	46.1	0
Less current portion		(391.4)		(16.9)
Total long-term debt		$ 2,623.9		$ 2,459.1
Interest rate, stated percentage					6.25%			4.80%			4.625%			5.625%					2.60%			5.75%			4.20%			6.50%					4.03%			4.18%
Interest rate, stated percentage, minimum																													2.40%
Interest rate, stated percentage, maximum																													6.50%

XML

Share-Based Compensation Plans (Schedule of Cash Proceeds, Tax Benefits and Intrinsic Value Related to Stock Options) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Proceeds from Stock Options Exercised	$ 8.6	[1]	$ 16.8	[1]	$ 23.9	[1]
Tax (obligation)/ benefit realized for stock options exercised	(3.7)		1.3		3.3
Intrinsic value of stock options exercised	$ 2.2		$ 10.0		$ 14.6

[1] Non-cash financing activities included the change in fair market value of interest-rate swap agreements of $(8.4) in 2012, $53.2 in 2011, and $66.8 in 2010 (see Note 5, Debt and Other Financing).

XML

Restructuring Initiatives (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended																						96 Months Ended		12 Months Ended			96 Months Ended	12 Months Ended						96 Months Ended	12 Months Ended								96 Months Ended	12 Months Ended								96 Months Ended	12 Months Ended								96 Months Ended	12 Months Ended								96 Months Ended	12 Months Ended								96 Months Ended	12 Months Ended					96 Months Ended	12 Months Ended	48 Months Ended	12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Asia Pacific [Member]	Dec. 31, 2012 North America [Member]	Dec. 31, 2012 Europe Middle East & Africa [Member]	Dec. 31, 2012 Corporate [Member]	Dec. 31, 2012 Latin America [Member]	Dec. 31, 2011 Cost of Sales [Member]	Dec. 31, 2011 Selling, General and Administrative Expenses [Member]	Dec. 31, 2012 Other Restructuring Initiatives [Member]	Dec. 31, 2012 Other Restructuring Initiatives [Member] Employee Related Costs [Member]	Dec. 31, 2012 Other Restructuring Initiatives [Member] Accelerated Depreciation [Member]	Dec. 31, 2012 Other Restructuring Initiatives [Member] Professional Fees [Member]	Dec. 31, 2012 Other Restructuring Initiatives [Member] Contract Termination [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Inventory Write Offs [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Employee Related Costs [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Employee Related Costs [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Employee Related Costs [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Employee Related Costs [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Accelerated Depreciation [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Accelerated Depreciation [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Accelerated Depreciation [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Professional Fees [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Professional Fees [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Professional Fees [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Contract Termination [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Asia Pacific [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] North America [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Europe Middle East & Africa [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Corporate [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2011 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2009 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2008 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2007 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2006 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2005 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Latin America [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Cost of Sales [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Cost of Sales [Member]	Dec. 31, 2012 2005 And 2009 Restructuring Programs [Member] Selling, General and Administrative Expenses [Member]	Dec. 31, 2010 2005 And 2009 Restructuring Programs [Member] Selling, General and Administrative Expenses [Member]	Dec. 31, 2012 Restructuring Program 2005 [Member]	Dec. 31, 2012 Restructuring Program 2005 [Member]	Dec. 31, 2012 Restructuring Program 2009 [Member]	Dec. 31, 2012 Restructuring Program 2009 [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Inventory Write Offs [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Employee Related Costs [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Accelerated Depreciation [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Professional Fees [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Contract Termination [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Minimum [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Maximum [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Asia Pacific [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] North America [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Europe Middle East & Africa [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Corporate [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Latin America [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Cost of Sales [Member]	Dec. 31, 2012 $400M Cost Savings Initiative [Member] Selling, General and Administrative Expenses [Member]
Restructuring and Related Cost, Cost Incurred to Date											$ 4.3	$ 4.7	$ 10.2	$ 32.4	$ 13.8								$ (12.1)	$ 3.4	$ 41.3	$ 130.3	$ 17.8	$ 109.3	$ 192.1	$ 51.6	$ 533.7	$ 7.2				$ 482.5							$ 21.6	$ (0.4)	$ (0.3)	$ (0.3)	$ 19.9	$ (0.7)	$ 4.9	$ 14.2	$ 22.4	$ 59.7	$ (1.7)	$ (1.1)	$ 17.8	$ 26.7	$ (1.1)	$ 7.0	$ 61.8	$ 6.9	$ 116.3	$ (1.0)	$ 1.9	$ (0.8)	$ 52.5	$ 20.7	$ 69.8	$ 52.0	$ 12.7	$ 207.8	$ (1.2)	$ 0.8	$ 11.0	$ 12.0	$ (3.0)	$ 12.7	$ 29.5	$ 6.1	$ 67.9	$ (7.8)	$ 2.1	$ 13.6	$ 19.2	$ 1.9	$ 14.9	$ 34.6	$ 3.5	$ 82.0									$ 48.5	$ 1.4	$ 45.2			$ 1.9			$ 12.9	$ 18.0	$ 1.1	$ 3.6	$ 12.9
Total restructuring charges recorded to date																																																																																														527.1		255.0
Charges incurred	57.6	1.6	38.2	27.3	8.7	4.6	12.0	14.7	124.7	40.0						11.2	28.8	73.9	53.4	2.7	5.8	12.0	0.1	40.0	80.7								12.1	3.4	41.3		4.7	14.6	11.7	8.9	27.2	27.7																																															3.1	9.5	3.0	71.2					50.7		45.2	2.2	1.9
Restructuring Charges																		65.4	53.4			12.0	2.3	25.6	64.6																																																																								48.5	1.4	45.2			1.9								0	49.3
Gain (Loss) on Disposition of Assets																							1.4	5.2
Restructuring and Related Cost, Expected Cost																																																																																													525.0		260.0		53.8	1.4	51.6			4.0	70.0	80.0	10.8	15.6	2.1	3.8	21.5
Effect on Future Earnings, Amount																																																																																																	$ 70.0

XML

Supplemental Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2012

Balance Sheet Related Disclosures [Abstract]

Components of Prepaid Expenses and Other

At December 31, 2012 and 2011, prepaid expenses and other included the following:

Prepaid expenses and other	2012		2011
Deferred tax assets (Note 7)	$	273.5	$	319.0
Prepaid taxes and tax refunds receivable	141.4		192.0
Receivables other than trade	131.9		142.8
Prepaid brochure costs, paper and other literature	112.1		126.9
Healthcare trust assets (Note 12)	26.9		—
Interest-rate swap agreements, including interest (Notes 8 and 9)	19.5		18.8
Short-term investments	16.5		18.0
Other	110.2		113.4
Prepaid expenses and other	$	832.0	$	930.9

Components of Other Assets

At December 31, 2012 and 2011, other assets included the following:

Other assets	2012		2011
Deferred tax assets (Note 7)	$	827.2	$	759.5
Capitalized software (Note 1)	235.4		176.7
Long-term receivables	174.9		138.3
Interest-rate swap agreements (Notes 8 and 9)	94.8		153.6
Investments	44.5		44.4
Other	31.4		39.2
Other assets	$	1,408.2	$	1,311.7

XML

Description of the Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share Reconciliation [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

For each of the three years ended December 31, the components of basic and diluted EPS were as follows:

(Shares in millions)	2012			2011			2010
Numerator from continuing operations
(Loss) income from continuing operations less amounts attributable to noncontrolling interests	$	(42.5	)	$	522.2		$	590.9
Less: Loss (earnings) allocated to participating securities	.3			(4.6		)	(4.8		)
(Loss) income from continuing operations allocated to common shareholders	(42.2		)	517.6			586.1
Numerator from discontinued operations
(Loss) income from discontinued operations plus/less amounts attributable to noncontrolling interests	$	—		$	(8.6	)	$	15.4
Less: Earnings allocated to participating securities	—			(.9		)	(.4		)
(Loss) income allocated to common shareholders	—			(9.5		)	15.0
Numerator attributable to Avon
(Loss) income attributable to Avon less amounts attributable to noncontrolling interests	$	(42.5	)	$	513.6		$	606.3
Less: Loss (earnings) allocated to participating securities	.3			(5.5		)	(5.2		)
(Loss) income allocated to common shareholders	(42.2		)	508.1			601.1
Denominator:
Basic EPS weighted-average shares outstanding	431.9			430.5			428.8
Diluted effect of assumed conversion of stock options	—			1.6			2.6
Diluted EPS adjusted weighted-average shares outstanding	431.9			432.1			431.4
(Loss) Earnings per Common Share from continuing operations:
Basic	$	(.10	)	$	1.20		$	1.37
Diluted	$	(.10	)	$	1.20		$	1.36
(Loss) Earnings per Common Share from discontinued operations:
Basic	$	—		$	(.02	)	$	.04
Diluted	$	—		$	(.02	)	$	.03
(Loss) Earnings per Common Share attributable to Avon:
Basic	$	(.10	)	$	1.18		$	1.40
Diluted	$	(.10	)	$	1.18		$	1.39

XML

Share-Based Compensation Plans (Schedule of Summary of Restricted Stock and Restricted Stock Units) (Details) (Restricted Stock Units (RSUs) [Member], USD $)	12 Months Ended
	Dec. 31, 2012
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Nonvested, beginning balance, restricted stock and units	3,317,000
Granted, restricted stock and units	1,792,000
Vested, restricted stock and units	(1,233,000)
Forfeited, restricted stock and units	(409,000)
Nonvested, ending balance, restricted stock and units	3,467,000
Nonvested, beginning balance, weighted-average grant- date fair value	$ 23.88
Granted, weighted-average grant-date fair value	$ 18.13
Vested, weighted-average grant-date fair value	$ 17.41
Forfeited, weighted average grant-date fair value	$ 24.07
Nonvested, ending balance, weighted-average grant-date fair value	$ 23.18

XML

Supplemental Balance Sheet Information (Components of Prepaid Expenses and Other) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Components Of Prepaid Expenses And Other Current Assets
Deferred tax assets (Note 7)	$ 273.5	$ 319.0
Prepaid taxes and tax refunds receivable	141.4	192.0
Receivables other than trade	131.9	142.8
Prepaid brochure costs, paper and other literature	112.1	126.9
Healthcare trust assets (Note 12)	26.9	0
Interest-rate swap agreements interest (Notes 8 and 9)	19.5	18.8
Short-term investments	16.5	18.0
Other	110.2	113.4
Prepaid expenses and other	$ 832.0	$ 930.9

XML

Fair Value Fair Value (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			3 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended				12 Months Ended						12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Silpada [Member]	Dec. 31, 2011 Silpada [Member]	Dec. 31, 2012 Silpada [Member]	Dec. 31, 2011 Silpada [Member]	Jul. 31, 2010 Silpada [Member]	Sep. 30, 2012 China [Member]	Dec. 31, 2012 China [Member]	Jul. 31, 2010 Indefinite Life Trademarks [Member] Silpada [Member]	Dec. 31, 2012 Customer Relationships [Member]	Dec. 31, 2011 Customer Relationships [Member]	Dec. 31, 2012 Customer Relationships [Member] Silpada [Member]	Nov. 30, 2012 Customer Relationships [Member] Silpada [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 3 [Member] Silpada [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 3 [Member] Silpada [Member]	Sep. 30, 2012 Fair Value, Inputs, Level 3 [Member] China [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 3 [Member] Customer Relationships [Member] Silpada [Member]	Dec. 31, 2012 China [Member]
Business Acquisition, Purchase Price Allocation, Goodwill Amount									$ 314.7	$ 81.3
Goodwill	473.1	374.9	473.1		44.6	116.7	44.6	116.7		37.3							44.6	116.7	37.3
Impairment of goodwill and intangible asset	263.0	253.0	263.0	0	209.0	263.0	209.0	263.0		44.0	44.0										44.0
Goodwill, Impairment Loss		116.1					72.1	198.0
Business Acquisition, Purchase Price Allocation, Intangible Assets Not Amortizable												150.0
Indefinite-Lived Trademarks	108.4	64.4	108.4		40.0	85.0	40.0	85.0									40.0	85.0
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)							45.0	65.0
Finite-Lived Intangible Assets, Net																131.9
Finite-Lived Intangible Assets, Gross					40.0		40.0						93.5	221.8						40.0
Impairment of Intangible Assets, Finite-lived															$ 91.9

XML

Employee Benefit Plans (Pension and Postretirement Plans Target and Weighted-Average Asset Allocations) (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Pension Benefits U.S. Plans [Member]
Actual Allocation, Equity securities	100.00%	100.00%
Actual Allocation, Debt securities	100.00%	100.00%
Pension Benefits Non-U.S. Plans [Member]
Actual Allocation, Equity securities	100.00%	100.00%
Actual Allocation, Debt securities	100.00%	100.00%
United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Actual Allocation, Equity securities		100.00%
Actual Allocation, Debt securities		100.00%
Equity Securities [Member] | Pension Benefits U.S. Plans [Member]
Target Allocation, Equity securities, minimum	55.00%
Target Allocation, Equity securities, maximum	60.00%
Actual Allocation, Equity securities	58.00%	57.00%
Actual Allocation, Debt securities	58.00%	57.00%
Equity Securities [Member] | Pension Benefits Non-U.S. Plans [Member]
Target Allocation, Equity securities, minimum	55.00%
Target Allocation, Equity securities, maximum	65.00%
Actual Allocation, Equity securities	60.00%	61.00%
Actual Allocation, Debt securities	60.00%	61.00%
Equity Securities [Member] | United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Actual Allocation, Equity securities		47.00%
Actual Allocation, Debt securities		47.00%
Debt Securities [Member] | Pension Benefits U.S. Plans [Member]
Target Allocation, Equity securities, minimum	30.00%
Target Allocation, Equity securities, maximum	35.00%
Actual Allocation, Equity securities	34.00%	35.00%
Actual Allocation, Debt securities	34.00%	35.00%
Debt Securities [Member] | Pension Benefits Non-U.S. Plans [Member]
Target Allocation, Equity securities, minimum	30.00%
Target Allocation, Equity securities, maximum	40.00%
Actual Allocation, Equity securities	32.60%	32.00%
Actual Allocation, Debt securities	32.60%	32.00%
Debt Securities [Member] | United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Actual Allocation, Equity securities		53.00%
Actual Allocation, Debt securities		53.00%
Real Estate Funds [Member] | Pension Benefits U.S. Plans [Member]
Actual Allocation, Equity securities	0.00%	0.00%
Actual Allocation, Debt securities	0.00%	0.00%
Real Estate Funds [Member] | Pension Benefits Non-U.S. Plans [Member]
Target Allocation, Equity securities, minimum	0.00%
Actual Allocation, Equity securities	2.20%	3.00%
Actual Allocation, Debt securities	2.20%	3.00%
Real Estate Funds [Member] | United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Actual Allocation, Equity securities		0.00%
Actual Allocation, Debt securities		0.00%
Other plan assets [Member] | Pension Benefits U.S. Plans [Member]
Target Allocation, Equity securities, minimum	5.00%
Target Allocation, Equity securities, maximum	10.00%
Actual Allocation, Equity securities	8.00%	8.00%
Actual Allocation, Debt securities	8.00%	8.00%
Other plan assets [Member] | Pension Benefits Non-U.S. Plans [Member]
Target Allocation, Equity securities, minimum	0.00%
Target Allocation, Equity securities, maximum	10.00%
Actual Allocation, Equity securities	5.20%	4.00%
Actual Allocation, Debt securities	5.20%	4.00%
Other plan assets [Member] | United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Actual Allocation, Equity securities		0.00%
Actual Allocation, Debt securities		0.00%

XML

Accumulated Other Comprehensive Loss (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Foreign Exchange Gains (Losses) From Translation Of Acturial Losses Prior Service Credit And Transition Obligation	$ 7.7	$ (2.0)
Accumulated foreign currency translation adjustments realized upon sale of Avon Japan	(317.6)	(325.0)
Accumulated pension adjustments realized upon sale of Avon Japan	$ (548.0)	$ (515.9)

XML

Restructuring Initiatives Restructuring Initiatives (Liability Balance for $400M Cost Savings Initiative) (Details) ($400M Cost Savings Initiative [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Restructuring Charges	$ 48.5
Restructuring Reserve, Settled with Cash	3.4
Restructuring Reserve, Settled without Cash	(2.2)
Restructuring Reserve, Translation Adjustment	0.1
Restructuring Reserve	43.0
Contract Termination [Member]
Restructuring Charges	1.9
Restructuring Reserve, Settled with Cash	0.2
Restructuring Reserve, Settled without Cash	0
Restructuring Reserve, Translation Adjustment	0
Restructuring Reserve	1.7
Inventory Write Offs [Member]
Restructuring Charges	1.4
Restructuring Reserve, Settled with Cash	0
Restructuring Reserve, Settled without Cash	(1.4)
Restructuring Reserve, Translation Adjustment	0
Restructuring Reserve	0
Employee Related Costs [Member]
Restructuring Charges	45.2
Restructuring Reserve, Settled with Cash	(3.2)
Restructuring Reserve, Settled without Cash	(0.8)
Restructuring Reserve, Translation Adjustment	0.1
Restructuring Reserve	$ 41.3

XML

Share-Based Compensation Plans (Schedule of Weighted-Average Assumptions for Stock Options) (Details)	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Risk-free rate(1)	0.70%	[1]	1.80%	[1]	1.90%	[1]
Expected term(2)	4 years	[2]	4 years	[2]	4 years	[2]
Expected volatility(3)	38.00%	[3]	38.00%	[3]	38.00%	[3]
Expected dividends(4)	5.00%	[4]	3.00%	[4]	3.00%	[4]

[1] The risk-free rate was based upon the rate on a zero coupon U.S. Treasury bill, for periods within the contractual life of the option, in effect at the time of grant.

[2] The expected term of the option was based on historical employee exercise behavior, the vesting terms of the respective option and a contractual life of 10 years.

[3] Expected volatility was based on the weekly historical volatility of our stock price, over a period similar to the expected life of the option.

[4] Assumed the then-current cash dividends of $.23 during 2012, $.23 during 2011 and $.22 during 2010 per share each quarter on our common stock for options granted during those years.

XML

Employee Benefit Plans (Accumulated Other Comprehensive Loss Expected to be Recognized as Components of Net Periodic Benefit Cost During Next Fiscal Year) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Pension Benefits U.S. Plans [Member]
Net actuarial loss	$ 45.1
Prior service credit	(0.3)
Transition obligation	0
Pension Benefits Non-U.S. Plans [Member]
Net actuarial loss	18.9
Prior service credit	(1.1)
Transition obligation	0
Postretirement Benefits [Member]
Net actuarial loss	3.3
Prior service credit	(4.8)
Transition obligation	$ 0

XML

Stock Repurchase Program (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			63 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012
Stock Repurchase Program, Period in Force				5 years
Stock Repurchase Program, Authorized Amount				$ 2,000.0
Share repurchase program, shares repurchased				4.8
Share repurchase program, price paid	$ 8.8	$ 7.7	$ 14.1	$ 180.8

XML

Employee Benefit Plans (Weighted-Average Assumptions Used to Determine Benefit Obligations) (Details)	Dec. 31, 2012	Dec. 31, 2011
Discount rate	4.11%	4.69%
Pension Benefits U.S. Plans [Member]
Discount rate	3.55%	4.10%
Pension Benefits Non-U.S. Plans [Member]
Discount rate	4.63%	5.30%
Rate of compensation increase	3.88%	4.13%
Postretirement Benefits [Member]
Discount rate	3.99%	4.66%
Minimum [Member] | Pension Benefits U.S. Plans [Member]
Rate of compensation increase	4.00%	4.00%
Maximum [Member] | Pension Benefits U.S. Plans [Member]
Rate of compensation increase	6.00%	6.00%

XML

Share-Based Compensation Plans (Schedule of Summary of Stock Options) (Details) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Outstanding, beginning balance, in shares	28,361
Granted, in shares	1,775
Exercised, in shares	(556)
Forfeited, in shares	(377)
Expired, in shares	(2,913)
Outstanding, ending balance, in shares	26,290
Exercisable, ending balance, in shares	22,580
Outstanding, beginning balance, weighted-average exercise price	$ 31.30
Granted, weighted-average exercise price	$ 18.24
Exercised, weighted-average exercise price	$ 15.50
Forfeited, weighted-average exercise price	$ 23.63
Expired, weighted-average exercise price	$ 29.69
Outstanding, ending balance, weighted-average exercise price	$ 31.00
Exercisable, ending balance, weighted-average exercise price	$ 31.76
Outstanding, ending balance, weighted-average contractual term, years	4 years 3 months 18 days
Outstanding, exercisable, weighted-average contractual term, years	3 years 9 months 18 days
Outstanding, ending balance, aggregate intrinsic value	$ 2.2
Exercisable, ending balance, aggregate intrinsic value	$ 0.1

XML

Fair Value (Fair Value of Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Short term investments	$ 16.5		$ 18.0
Money market funds	26.9
Fair Value [Member]
Available-for-sale securities, Fair Value Disclosure	1.9		1.8
Money market funds	26.9		0
Debt maturing within one year	572.2		849.3
Long term debt	2,547.8		2,445.2
Foreign exchange forward contracts	3.4		(4.9)
Interest-rate swap agreements	93.1		147.6
Carrying Amount [Member]
Available-for-sale securities, Fair Value Disclosure	1.9		1.8
Money market funds	26.9		0
Debt maturing within one year	572.0	[1]	849.3	[1]
Long term debt	2,623.9	[1]	2,459.1	[1]
Foreign exchange forward contracts	3.4		(4.9)
Interest-rate swap agreements	$ 93.1		$ 147.6

[1] (1) The carrying value of debt maturing within one year and long-term debt is net of related discount or premium as well as unrealized gains from interest-rate swap agreements.

XML

Restructuring Initiatives

12 Months Ended

Dec. 31, 2012

Restructuring Charges [Abstract]

Restructuring Initiatives

Restructuring Initiatives

2005 and 2009 Restructuring Programs

We launched restructuring programs in late 2005 (the "2005 Restructuring Program") and in February 2009 (the "2009 Restructuring Program"). The 2005 and 2009 Restructuring Programs initiatives include:

• enhancement of organizational effectiveness, including efforts to flatten the organization and bring senior management closer to consumers through a substantial organizational downsizing;

• implementation of a global manufacturing strategy through facilities realignment;

• implementation of additional supply chain efficiencies in distribution;

• restructuring our global supply chain operations;

• realigning certain local business support functions to a more regional base to drive increased efficiencies; and

• streamlining of transactional and other services through outsourcing, moves to lower-cost countries, and reorganizing certain other functions.

We have approved and announced all of the initiatives that are part of our 2005 and 2009 Restructuring Programs. We believe that we have substantially realized the anticipated savings associated with our 2005 Restructuring Program, and we are on track to achieve our anticipated savings associated with our 2009 Restructuring Program. The savings achieved from these Restructuring Programs have been offset by investments in Representative Value Proposition and advertising. Since 2005, we have recorded total costs to implement restructuring initiatives of $527.1 before taxes for actions associated with the 2005 Restructuring Program, but we expect our total costs when fully implemented to be approximately $525 before taxes when considering historical and future costs along with expected gains from sales of properties. With regards to the 2009 Restructuring Program, we have recorded total costs to implement restructuring initiatives of $255.0 before taxes and expect total costs to implement to reach approximately $260 before taxes. We have incurred and will incur other costs to implement restructuring initiatives for other professional services and accelerated depreciation. The future costs are expected to be partially offset by expected gains on the sales of properties exited due to restructuring initiatives.

Restructuring Charges – 2010

During 2010, we recorded total costs to implement of $80.7 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net charge of $41.3 primarily for employee-related costs, including severance and pension benefits;

• implementation costs of $27.7 for professional service fees, primarily associated with our initiatives to outsource certain finance processes, realign certain distribution operations, realign certain support functions to a more regional basis and realign certain manufacturing facilities; and

• accelerated depreciation of $11.7 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations.

Of the total costs to implement, $71.2 was recorded in selling, general and administrative expenses and $9.5 was recorded in cost of sales for 2010.

Restructuring Charges – 2011

During 2011, we recorded total costs to implement of $40.0 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net charge of $3.4 primarily for employee-related costs, including severance and pension benefits;

• implementation costs of $27.2 for professional service fees, primarily associated with our initiatives to outsource certain finance processes and realign certain distribution operations, realign certain support functions to a more regional basis and realign certain manufacturing facilities; and

• accelerated depreciation of $14.6 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations, offset by a net gain of $5.2 primarily due to the sale of a facility in Germany.

Of the total costs to implement, $28.8 was recorded in selling, general and administrative expenses and $11.2 was recorded in cost of sales for 2011.

Restructuring Charges – 2012

During 2012, we recorded total costs to implement of $.1 associated with previously approved initiatives that are part of our 2005 and 2009 Restructuring Programs, and the costs consisted of the following:

• net benefit of $12.1 as a result of adjustments to the reserve, partially offset by employee-related costs;

• implementation costs of $8.9 for professional service fees, primarily associated with our initiatives to outsource certain finance processes and realign certain distribution operations; and

• accelerated depreciation of $4.7 associated with our initiatives to realign certain distribution operations and close certain manufacturing operations, offset by a net gain of $1.4 due to the sale of machinery and equipment in Germany.

Of the total cost to implement, a net benefit of $3.0 was recorded in selling, general and administrative expenses and total costs to implement of $3.1 were recorded in cost of sales for 2012.

The liability balances, which primarily consist of employee-related costs, for the initiatives under the 2005 and 2009 Restructuring Programs are shown below:

	Total
Balance December 31, 2009	$	149.0
2010 Charges	64.6
Adjustments	(23.3		)
Cash payments	(49.2		)
Non-cash write-offs	(1.7		)
Foreign exchange	(3.5		)
Balance December 31, 2010	$	135.9
2011 Charges	25.6
Adjustments	(22.2		)
Cash payments	(64.1		)
Non-cash write-offs	.3
Foreign exchange	(1.6		)
Balance December 31, 2011	$	73.9
2012 Charges	2.3
Adjustments	(14.4		)
Cash payments	(41.5		)
Non-cash write-offs	1.0
Foreign exchange	(.3		)
Balance December 31, 2012	$	21.0

Non-cash write-offs associated with employee-related costs are the result of settlement, curtailment and special termination benefit charges for pension plans and postretirement due to the initiatives implemented.

The following table presents the restructuring charges incurred to date, net of adjustments, under our 2005 and 2009 Restructuring Programs:

	Employee- Related Costs		Asset Write-offs		Inventory Write-offs		Currency Translation Adjustment Write-offs		Contract Terminations/ Other		Total
Charges incurred on approved initiatives	$	482.5	$	10.8	$	7.2	$	11.6	$	21.6	$	533.7

The charges, net of adjustments, of initiatives under the 2005 and 2009 Restructuring Programs by reportable business segment were as follows:

	Latin America			Europe, Middle East & Africa			North America			Asia Pacific			Corporate			Total
2005	$	3.5		$	12.7		$	6.9		$	22.4		$	6.1		$	51.6
2006	34.6			52.0			61.8			14.2			29.5			192.1
2007	14.9			69.8			7.0			4.9			12.7			109.3
2008	1.9			20.7			(1.1		)	(.7		)	(3.0		)	17.8
2009	19.2			52.5			26.7			19.9			12.0			130.3
2010	13.6			(.8		)	17.8			(.3		)	11.0			41.3
2011	2.1			1.9			(1.1		)	(.3		)	.8			3.4
2012	(7.8		)	(1.0		)	(1.7		)	(.4		)	(1.2		)	(12.1		)
Charges incurred on approved initiatives	$	82.0		$	207.8		$	116.3		$	59.7		$	67.9		$	533.7

The amounts shown in the tables above as charges recorded to date relate to initiatives that have been approved and recorded in the financial statements as the costs are probable and estimable.

Additional Restructuring Charges 2012

In an effort to improve operating performance, we identified certain actions in 2012 that we believe will enhance our operating model, reduce costs, and improve efficiencies. In addition, management approved the relocation of our corporate headquarters in New York City. As a result of the analysis and the actions taken, during 2012, we recorded total costs to implement these various restructuring initiatives of $73.9 before taxes associated with approved initiatives, and the costs consisted of the following:

• net charge of $53.4 primarily for employee-related costs, including severance and pension benefits;

• contract termination costs of $12.0 associated with the relocation of our corporate headquarters;

• implementation costs of $5.8 for professional service fees; and

• accelerated depreciation of $2.7 associated with the relocation of our corporate headquarters.

Total costs to implement were recorded in selling, general and administrative expenses for the year ended December 31, 2012. The majority of future cash payments associated with these charges are expected to be made during 2013.

The liability balance for these various restructuring initiatives as of December 31, 2012 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
2012 Charges	$	53.4		$	12.0		$	65.4
Cash payments	(33.9		)	(.2		)	(34.1		)
Non-cash write-offs	(1.6		)	—			(1.6		)
Foreign exchange	(.3		)	—			(.3		)
Balance at December 31, 2012	$	17.6		$	11.8		$	29.4

Non-cash write-offs associated with employee-related costs are the result of settlement, curtailment and special termination benefit charges for pension plans and postretirement due to the initiatives implemented.

The charges approved to date under the additional restructuring initiatives by reportable business segment were as follows: $13.8 in Latin America, $10.2 in Europe, Middle East & Africa, $4.7 in North America, $4.3 in Asia Pacific, and $32.4 in Corporate.

$400M Cost Savings Initiative

On December 11, 2012, we announced initial steps of a cost savings initiative (the "$400M Cost Savings Initiative"), in an effort to stabilize the business and return Avon to sustainable growth. The $400M Cost Savings Initiative includes a global headcount reduction and related actions, as well as our exit from the South Korea and Vietnam markets. As part of the $400M Cost Savings Initiative, we identified certain actions in the fourth quarter of 2012, the majority of which are expected to take effect in 2013, that we believe will accelerate top line growth and reduce costs. As a result of these actions, we recorded total costs to implement these restructuring initiatives of $50.7 before taxes associated with approved initiatives. For the initiatives approved to date, we expect our total costs to implement to be in the range of $70 to $80 before taxes. At this time we are unable to quantify the total costs when the initiative is fully implemented. In connection with the initial steps of the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $70 before taxes.

The total cost to implement recorded in 2012 related to these initiatives consisted of the following:

• net charge of $45.2 primarily for employee-related costs, including severance and pension benefits;

• accelerated depreciation of $2.2 associated with the closure and rationalization of certain facilities;

• net charge of $1.9 primarily related to contract termination costs associated with the closure of certain facilities and our exit from the South Korea market; and

• inventory write-offs of $1.4 associated with the exit of our South Korea and Vietnam markets.

Of the total cost to implement, $49.3 was recorded in selling, general and administrative expenses and $1.4 was recorded in cost of sales for 2012. Cash payments associated with these charges are expected to be made primarily during 2013.

The liability balance for the $400M Cost Savings Initiative as of December 31, 2012 is as follows:

	Employee- Related Costs			Inventory Write-offs			Contract Terminations/Other			Total
2012 Charges	$	45.2		$	1.4		$	1.9		$	48.5
Cash payments	(3.2		)	—			(.2		)	(3.4		)
Non-cash write-offs	(.8		)	(1.4		)	—			(2.2		)
Foreign exchange	.1			—			—			.1
Balance at December 31, 2012	$	41.3		$	—		$	1.7		$	43.0

The following table presents the restructuring charges incurred to date, net of adjustments, under our $400M Cost Savings Initiative, along with the charges expected to be incurred under the plan:

	Employee- Related Costs		Inventory Write-offs		Currency Translation Adjustment Write-offs			Contract Terminations/ Other		Total
Charges incurred to date	$	45.2	$	1.4	$	—		$	1.9	$	48.5
Charges to be incurred on approved initiatives	6.4		—		(3.2		)	2.1		5.3
Total expected charges on approved initiatives	$	51.6	$	1.4	$	(3.2	)	$	4.0	$	53.8

The charges, net of adjustments, of initiatives under the $400M Cost Savings Initiative by reportable business segment were as follows:

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Corporate		Total
Charges incurred to date	$	12.9	$	1.1	18.0			$	12.9		$	3.6	$	48.5
Charges to be incurred on approved initiatives	8.6		1.0		(2.4		)	(2.1		)	.2		5.3
Total expected charges on approved initiatives	$	21.5	$	2.1	$	15.6		$	10.8		$	3.8	$	53.8

As noted previously, for the initiatives approved to date, we expect to record total costs to implement in the range of $70 to $80 before taxes under the $400M Cost Savings Initiative. The amounts shown in the tables above as charges recorded to date relate to initiatives that have been approved and recorded in the financial statements as the costs are probable and estimable. The amounts shown in the tables above as total expected charges on approved initiatives represent charges recorded to date plus charges yet to be recorded for approved initiatives as the relevant accounting criteria for recording an expense have not yet been met. In addition to the charges included in the tables above, we have incurred and will incur other costs to implement restructuring initiatives such as other professional services and accelerated depreciation.

XML

Description of the Business and Summary of Significant Accounting Policies Description of the Business and Summary of Significant Accounting Policies Out of Period (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended		3 Months Ended						9 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 South Africa [Member]	Mar. 31, 2011 Avon Japan [Member]	Mar. 31, 2011 Out Of Period Reclassification From Discontinued Operations Adjusted [Member] Avon Japan [Member]	Mar. 31, 2011 Out Of Period Reclassification From Discontinued Operations Impact [Member]	Mar. 31, 2011 Out Of Period Reclassification From Discontinued Operations Impact [Member] Health Care Business [Member]	Dec. 31, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]	Sep. 30, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]	Dec. 31, 2012 Out of Period Reclassification From Continuing Operations Impact [Member]	Dec. 31, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]
Revisions and Out-of-Period Items
Out Of Period Adjustment	$ 13.0	$ 23.0	$ 14.0	$ 13.0	$ 3.0	$ 9.0	$ (4.0)	$ 11.0	$ 10.0	$ 1.0	$ 14.0
Out of Period Adjustment After Tax	$ 15.0		$ 10.0					$ 7.0	$ 7.0	$ 5.0

XML

Segment Information (Tables)

12 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Total Revenue & Operating Profit by Reporting Segment

Total Revenue & Operating Profit (Loss)
	2012					2011					2010
	Total Revenue		Operating Profit  (Loss)			Total Revenue		Operating Profit (Loss)			Total Revenue		Operating Profit
Latin America	$	4,993.7	$	443.9		$	5,161.8	$	634.0		$	4,640.0	$	613.3
Europe, Middle East & Africa	2,914.2		312.8			3,122.8		478.9			3,047.9		474.3
North America	1,906.8		(214.9		)	2,064.6		(188.0		)	2,193.5		147.3
Asia Pacific	902.4		5.1			942.4		81.4			981.4		82.6
Total from operations	10,717.1		546.9			11,291.6		1,006.3			10,862.8		1,317.5
Global and other	—		(232.1		)	—		(151.7		)	—		(244.4		)
Total	$	10,717.1	$	314.8		$	11,291.6	$	854.6		$	10,862.8	$	1,073.1

Total Assets

Total Assets
	2012		2011		2010
Latin America	$	2,713.3	$	2,766.4	$	2,778.6
Europe, Middle East & Africa	1,380.2		1,516.2		1,601.2
North America	969.4		1,185.7		1,457.0
Asia Pacific	537.7		628.8		630.6
Total from operations	5,600.6		6,097.1		6,467.4
Global and other	1,781.9		1,637.9		1,406.3
Total assets	$	7,382.5	$	7,735.0	$	7,873.7

Capital Expenditures

Capital Expenditures
	2012		2011		2010
Latin America	$	99.0	$	117.1	$	200.5
Europe, Middle East & Africa	27.1		51.2		54.6
North America	8.9		12.5		18.5
Asia Pacific	4.6		16.0		18.9
Total from operations	139.6		196.8		292.5
Global and other	89.2		79.9		38.7
Total capital expenditures	$	228.8	$	276.7	$	331.2

Depreciation and Amortization

Depreciation and Amortization
	2012		2011		2010
Latin America	$	74.3	$	72.8	$	54.2
Europe, Middle East & Africa	47.0		60.3		52.1
North America	50.8		60.4		51.4
Asia Pacific	21.2		18.6		16.5
Total from operations	193.3		212.1		174.2
Global and other	36.3		27.5		20.6
Total depreciation and amortization	$	229.6	$	239.6	$	194.8

Total Revenue by Major Country

Total Revenue by Major Country
	2012		2011		2010
Brazil	$	2,041.7	$	2,316.3	$	2,182.8
U.S.	1,588.8		1,719.7		1,828.6
All other	7,086.6		7,255.6		6,851.4
Total	$	10,717.1	$	11,291.6	$	10,862.8

A major country is defined as one with total revenues greater than 10% of consolidated total revenues.

Long-Lived Assets by Major Country

Long-Lived Assets by Major Country
	2012		2011		2010
U.S.	$	840.7	$	1,088.7	$	1,297.8
Brazil	409.1		418.8		450.2
All other	1,330.2		1,322.0		1,307.5
Total	$	2,580.0	$	2,829.5	$	3,055.5

A major country is defined as one with long-lived assets greater than 10% of consolidated long-lived assets. Long-lived assets primarily include property, plant and equipment and intangible assets. The U.S. and Brazil’s long-lived assets consist primarily of property, plant and equipment related to manufacturing and distribution facilities.

Revenue by Product Category

Revenue by Product Category
	2012		2011		2010
Beauty(1)	$	7,642.7	$	8,067.8	$	7,671.3
Fashion(2)	1,891.7		1,995.5		2,016.5
Home(3)	1,011.7		1,048.7		1,043.5
Net sales	10,546.1		11,112.0		10,731.3
Other revenue(4)	171.0		179.6		131.5
Total revenue	$	10,717.1	$	11,291.6	$	10,862.8

(1) Beauty includes color cosmetics, fragrances, skin care and personal care.

(2) Fashion includes fashion jewelry, watches, apparel, footwear, accessories, and children’s products.

(3) Home includes gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.

(4) Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

XML

Share-Based Compensation Plans (Schedule of Compensation Cost and Income Tax Benefit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award
Compensation cost for stock options, stock appreciation rights, and restricted stock units	$ 41.1	$ 36.6	$ 57.6
Total income tax benefit recognized for share-based arrangements	$ 13.0	$ 11.7	$ 18.7

XML

Segment Information (Capital Expenditures) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Total Capital Expenditures	$ 228.8	$ 276.7	$ 331.2
Latin America [Member]
Total Capital Expenditures	99.0	117.1	200.5
Europe Middle East & Africa [Member]
Total Capital Expenditures	27.1	51.2	54.6
North America [Member]
Total Capital Expenditures	8.9	12.5	18.5
Asia Pacific [Member]
Total Capital Expenditures	4.6	16.0	18.9
Total from operations [Member]
Total Capital Expenditures	139.6	196.8	292.5
Global and other [Member]
Total Capital Expenditures	$ 89.2	$ 79.9	$ 38.7

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Expense (Benefit) [Abstract]

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets (liabilities) resulting from temporary differences in the recognition of income and expense for tax and financial reporting purposes at December 31 consisted of the following:

	2012			2011
Deferred tax assets:
Accrued expenses and reserves	$	273.9		$	261.5
Pension and postretirement benefits	195.6			166.0
Asset revaluations	39.4			39.5
Capitalized expenses	131.8			105.8
Intangible assets	142.3			74.7
Share-based compensation	62.2			54.9
Restructuring initiatives	26.4			18.0
Postemployment benefits	14.0			18.4
Tax loss carryforwards	648.3			576.8
Foreign tax credit carryforwards	356.0			282.1
Minimum tax and business credit carryforwards	47.5			47.0
All other	65.5			66.0
Valuation allowance	(627.4		)	(546.1		)
Total deferred tax assets	1,375.5			1,164.6
Deferred tax liabilities:
Depreciation and amortization	(44.3		)	(48.6		)
Unremitted foreign earnings	(224.8		)	(46.8		)
Prepaid expenses	(10.0		)	(7.9		)
Capitalized interest	(10.2		)	(10.1		)
All other	(18.8		)	(16.5		)
Total deferred tax liabilities	(308.1		)	(129.9		)
Net deferred tax assets	$	1,067.4		$	1,034.7

Deferred Tax Assets (Liabilities) Classification

Deferred tax assets (liabilities) at December 31 were classified as follows:

	2012			2011
Deferred tax assets:
Prepaid expenses and other	$	273.5		$	319.0
Other assets	827.2			759.5
Total deferred tax assets	1,100.7			1,078.5
Deferred tax liabilities:
Income taxes	(6.1		)	(19.3		)
Long-term income taxes	(27.2		)	(24.5		)
Total deferred tax liabilities	(33.3		)	(43.8		)
Net deferred tax assets	$	1,067.4		$	1,034.7

Income from Continuing Operations before Taxes

Income from continuing operations, before taxes for the years ended December 31 was as follows:

	2012			2011			2010
United States	$	(436.5	)	$	(395.1	)	$	(228.7	)
Foreign	655.1			1,137.7			1,174.1
Total	$	218.6		$	742.6		$	945.4

Provision for Income Taxes

The provision for income taxes for the years ended December 31 was as follows:

	2012			2011			2010
Federal:
Current	$	38.8		$	41.7		$	40.1
Deferred	(183.9		)	(176.6		)	(117.2		)
	(145.1		)	(134.9		)	(77.1		)
Foreign:
Current	266.0			372.6			409.6
Deferred	144.5			(12.9		)	22.4
	410.5			359.7			432.0
State and other:
Current	1.2			(1.5		)	3.6
Deferred	(9.8		)	(7.1		)	(8.3		)
	(8.6		)	(8.6		)	(4.7		)
Total	$	256.8		$	216.2		$	350.2

Effective Tax Rate

The effective tax rate for the years ended December 31 was as follows:

	2012		2011		2010
Statutory federal rate	35.0	%	35.0	%	35.0	%
State and local taxes, net of federal tax benefit	(2.5	)	(.4	)	(.4	)
Taxes on foreign income, including translation	(3.9	)	(4.4	)	(2.4	)
Audit settlements, statute expirations and amended returns	(4.2	)	(4.3	)	(2.5	)
Additional tax on unremitted prior year foreign earnings	77.0		—		—
Reserves for uncertain tax positions	5.8		1.6		.8
China goodwill impairment	7.0		—		—
Net change in valuation allowances	2.9		.1		(.2	)
Venezuela devaluation and highly inflationary accounting	—		—		6.0
Other	.4		1.5		.7
Effective tax rate	117.5	%	29.1	%	37.0	%

Reconciliation of Beginning and Ending Amount of Unrecognized tax benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at December 31, 2009	$	113.4
Additions based on tax positions related to the current year	7.5
Additions for tax positions of prior years	6.4
Reductions for tax positions of prior years	(14.4		)
Reductions due to lapse of statute of limitations	(5.3		)
Reductions due to settlements with tax authorities	(23.3		)
Balance at December 31, 2010	84.3
Additions based on tax positions related to the current year	1.2
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(20.0		)
Reductions due to lapse of statute of limitations	(6.7		)
Reductions due to settlements with tax authorities	(32.1		)
Balance at December 31, 2011	36.0
Additions based on tax positions related to the current year	7.4
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(3.7		)
Reductions due to lapse of statute of limitations	(6.4		)
Reductions due to settlements with tax authorities	(6.6		)
Balance at December 31, 2012	$	36.0

Tax Years Remaining

We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. As of December 31, 2012, the tax years that remained subject to examination by major tax jurisdiction for our most significant subsidiaries were as follows:

Jurisdiction	Open Years
Brazil	2007-2012
China	2007-2012
Mexico	2007-2012
Poland	2007-2012
Russia	2011-2012
United States	2012

XML

Discontinued Operations (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			3 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010 Years	Mar. 31, 2011 Avon Japan [Member]	Mar. 31, 2011 Out Of Period Reclassification From Discontinued Operations Adjusted [Member] Avon Japan [Member]
Aggregate cash consideration			$ 90
Cash consideration recognized			81
Gain/loss on the transaction			10
Consideration related to royalty			9
Period of royalty (in years)			5
Out Of Period Adjustment	$ 13.0	$ 23.0		$ 13.0	$ 3.0

XML

Financial Instruments and Risk Management (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jan. 31, 2013	Mar. 31, 2012	Mar. 31, 2009	Mar. 31, 2008	Apr. 30, 2003
Minimum cumulative rate percentage of fair value derivative to qualify as highly effective derivative instrument	85.00%
Maximum cumulative rate percentage of fair value derivative to qualify as highly effective derivative instrument	125.00%
Percentage of long-term, fixed-rate borrowings converted to variable interest rate instruments using interest rate swaps	62.00%	74.00%
Total exposure to floating rate interest rates	69.00%	82.00%
Notional Amount Related to Discontinuation of Interest Rate Fair Value Hedge				$ 1,000.0	$ 350.0
Amortization of Deferred Hedge Gains	4.4
Notional amount of interest-rate swap agreements designated as fair value hedges of fixed rate debt	1,375.0
Adjustment for debt with fair value hedges	93.1	147.6
Unrealized gains on interest-rate swap agreements	41.7	0		90.4	46.1
Interest Rate Swap Termination Fee					2.5
Gain (Loss) on Fair Value Hedges Recognized in Earnings	8.4	53.2
Notional amount of interest-rate swap agreements not designated as fair value hedges of fixed rate debt	250.0
Interest Rate Fair Value Hedge Ineffectiveness	0	0	0
Principal amount of debt						850.0	500.0	100.0
Interest rate on debt instrument								6.25%
Notional amounts of foreign currency exchange contracts	315.3
Net losses on derivative hedges expected to be reclassified from AOCI to earnings	1.7
Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net	4.3	2.8	(3.7)
Loss written-off resulting from non-performance of counterparties	99.7
2005 Lock Agreement [Member]
Notional amounts of derivative contracts	250.0
Hedge gains reclassified to other expense	2.5
2005 Lock Agreement [Member] | Five Year Notes Payable Issued in January 2006 [Member]
Principal amount of debt	500.0
2003 Lock Agreement [Member]
Interest rate on debt instrument	4.625%
2007 Lock Agreement [Member]
Notional amounts of derivative contracts	500.0
Hedge loss reclassified to interest expense	38.0
2007 Lock Agreement [Member] | 2013 Notes [Member]
Principal amount of debt	250.0
2007 Lock Agreement [Member] | 2018 Notes [Member]
Principal amount of debt	250.0
Intercompany Loans [Member]
Gain (Loss) in other expense from undesignated foreign currency exchange contracts	7.6	8.7
Gain (Loss) related to intercompany transactions for foreign currency change	(4.6)	(3.2)
Losses Amortized to Interest Expense in Five Years [Member] | 2005 Lock Agreement [Member]
Hedge loss reclassified to interest expense	1.9
Losses Amortized to Interest Expense in Five Years [Member] | 2007 Lock Agreement [Member]
Hedge loss reclassified to interest expense	19.2
Losses Amortized to Interest Expense in Ten Years [Member] | 2003 Lock Agreement [Member]
Hedge loss reclassified to interest expense	2.6
Losses Amortized to Interest Expense in Ten Years [Member] | 2007 Lock Agreement [Member]
Hedge loss reclassified to interest expense	18.8
Avon Japan [Member]
Effective loss on foreign-currency denominated debt recorded in accumulated other comprehensive income			20.1
Short-term Debt [Member]
Adjustment for debt with fair value hedges	2.8
Long-term Debt [Member]
Adjustment for debt with fair value hedges	$ 90.3

XML

Restructuring Initiatives Restructuring Charges by Reportable Segment for $400M Cost Savings Initiative (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Latin America [Member]
Charges incurred	$ 13.8
Europe Middle East & Africa [Member]
Charges incurred	10.2
North America [Member]
Charges incurred	4.7
Asia Pacific [Member]
Charges incurred	4.3
Corporate [Member]
Charges incurred	32.4
$400M Cost Savings Initiative [Member]
Charges incurred	48.5
Future Restructuring And Related Cost Approved	5.3
Restructuring and Related Cost, Expected Cost	53.8
$400M Cost Savings Initiative [Member] | Latin America [Member]
Charges incurred	12.9
Future Restructuring And Related Cost Approved	8.6
Restructuring and Related Cost, Expected Cost	21.5
$400M Cost Savings Initiative [Member] | Europe Middle East & Africa [Member]
Charges incurred	1.1
Future Restructuring And Related Cost Approved	1.0
Restructuring and Related Cost, Expected Cost	2.1
$400M Cost Savings Initiative [Member] | North America [Member]
Charges incurred	18.0
Future Restructuring And Related Cost Approved	(2.4)
Restructuring and Related Cost, Expected Cost	15.6
$400M Cost Savings Initiative [Member] | Asia Pacific [Member]
Charges incurred	12.9
Future Restructuring And Related Cost Approved	(2.1)
Restructuring and Related Cost, Expected Cost	10.8
$400M Cost Savings Initiative [Member] | Corporate [Member]
Charges incurred	3.6
Future Restructuring And Related Cost Approved	0.2
Restructuring and Related Cost, Expected Cost	$ 3.8

XML

Income Taxes (Deferred Tax Assets (Liabilities) Classification) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Prepaid expenses and other	$ 273.5	$ 319.0
Other assets	827.2	759.5
Total deferred tax assets	1,100.7	1,078.5
Income taxes	(6.1)	(19.3)
Long-term income taxes	(27.2)	(24.5)
Total deferred tax liabilities	(33.3)	(43.8)
Net deferred tax assets	$ 1,067.4	$ 1,034.7

XML

Results of Operations by Quarter (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data [Abstract]

Financial Results of Operations by Quarter

2012	First(1)			Second			Third			Fourth(1)			Year
Total revenue	$	2,575.4		$	2,591.7		$	2,550.9		$	2,999.1		$	10,717.1
Gross profit	1,565.6			1,627.2			1,560.4			1,794.6			6,547.8
Operating profit(2)	71.5			126.6			106.0			10.7			314.8
Income from continuing operations, before tax(3)	40.8			90.7			77.9			9.2			218.6
Income (loss) from continuing operations, net of tax(4)	27.6			62.7			32.6			(161.1		)	(38.2		)
Net income attributable to noncontrolling interest	(1.1		)	(1.1		)	(1.0		)	(1.1		)	(4.3		)
Net income (loss) attributable to Avon	26.5			61.6			31.6			(162.2		)	(42.5		)
Earnings (loss) per share from continuing operations
Basic	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)
Diluted	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)

2011	First			Second			Third			Fourth(1)			Year
Total revenue	$	2,629.1		$	2,856.4		$	2,762.4		$	3,043.7		$	11,291.6
Gross profit	1,679.3			1,838.4			1,764.1			1,861.2			7,143.0
Operating profit(2)	246.5			316.6			278.6			12.9			854.6
Income (loss) from continuing operations, before tax	224.9			293.7			241.3			(17.3		)	742.6
Income from continuing operations, net of tax	152.2			208.7			165.2			.3			526.4
Discontinued operations, net of tax	(8.6		)	—			—			—			(8.6		)
Net income attributable to noncontrolling interest	—			(2.5		)	(1.0		)	(.7		)	(4.2		)
Net income (loss) attributable to Avon	143.6			206.2			164.2			(.4		)	513.6
Earnings per share from continuing operations
Basic	$	.35		$	.48		$	.38		$	—		$	1.20		(5)
Diluted	$	.35		$	.47		$	.38		$	—		$	1.20		(5)

(1) As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.

2012

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations.

During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland.

In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.

2011

During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.

During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years.

During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.

We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

(2) Operating profit was impacted by the following:

2012	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	2.7	$	.7	$	(.2	)	$	1.3	$	4.5
Selling, general and administrative expenses	24.6		37.5		1.8			56.3		120.2
Total costs to implement restructuring initiatives	$	27.3	$	38.2	$	1.6		$	57.6	$	124.7
Impairment of China goodwill	$	—	$	—	$	44.0		$	—	$	44.0
Impairment of Silpada goodwill and intangible assets	$	—	$	—	$	—		$	209.0	$	209.0
2011	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	1.2	$	3.5	$	3.5		$	3.0	$	11.2
Selling, general and administrative expenses	13.5		8.5		1.1			5.7		28.8
Total costs to implement restructuring initiatives	$	14.7	$	12.0	$	4.6		$	8.7	$	40.0
Impairment of Silpada goodwill and intangible asset	$	—	$	—	$	—		$	263.0	$	263.0

(3) In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

(4) Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

(5) The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

Components Impacting Results of Operations

(2) Operating profit was impacted by the following:

2012	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	2.7	$	.7	$	(.2	)	$	1.3	$	4.5
Selling, general and administrative expenses	24.6		37.5		1.8			56.3		120.2
Total costs to implement restructuring initiatives	$	27.3	$	38.2	$	1.6		$	57.6	$	124.7
Impairment of China goodwill	$	—	$	—	$	44.0		$	—	$	44.0
Impairment of Silpada goodwill and intangible assets	$	—	$	—	$	—		$	209.0	$	209.0
2011	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	1.2	$	3.5	$	3.5		$	3.0	$	11.2
Selling, general and administrative expenses	13.5		8.5		1.1			5.7		28.8
Total costs to implement restructuring initiatives	$	14.7	$	12.0	$	4.6		$	8.7	$	40.0
Impairment of Silpada goodwill and intangible asset	$	—	$	—	$	—		$	263.0	$	263.0

XML

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (USD $) In Millions, unless otherwise specified	Total		Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]
Shareholders' Equity at Period Start at Dec. 31, 2009	$ 1,312.6		$ 186.1	$ 1,941.0	$ 4,383.9	$ (692.6)	$ (4,545.8)	$ 40.0
Balance, shares at Dec. 31, 2009			740.9				313.4
Comprehensive (loss) income:
Net (loss) income attributable to Avon	606.3				606.3
Net income attributable to noncontrolling interests	3.0							3.0
Net (loss) income	609.3
Foreign currency translation adjustments	59.6					55.4		4.2
Amortization of actuarial losses, prior service credit, and transition obligation, net of taxes	25.5					25.5
Adjustments of net actuarial losses and prior service cost, net of taxes	(8.8)					(8.8)
Sale of Avon Japan, net of taxes	10.6					10.6
Change in derivative losses on cash flow hedges, net of taxes	4.1					4.1
Change in derivative gains on net investment hedge	0
Comprehensive (loss) income	700.3
Dividends	(379.4)				(379.4)
Exercise / vesting and expense of share-based compensation, value	80.0		0.5	78.9			0.6
Exercise / vesting and expense of share-based compensation, shares			2.4				0
Repurchase of common stock, value	(14.1)						(14.1)
Repurchase of common stock, shares							0.4
Purchases and sales of noncontrolling interests, net of dividends paid	(31.1)							(31.1)
Income tax benefits - stock transactions	4.3			4.3
Shareholders' Equity at Period End at Dec. 31, 2010	1,672.6		186.6	2,024.2	4,610.8	(605.8)	(4,559.3)	16.1
Balance, shares at Dec. 31, 2010			743.3				313.8
Comprehensive (loss) income:
Net (loss) income attributable to Avon	513.6				513.6
Net income attributable to noncontrolling interests	4.2							4.2
Net (loss) income	517.8
Foreign currency translation adjustments	(176.1)					(175.7)		(0.4)
Amortization of actuarial losses, prior service credit, and transition obligation, net of taxes	29.4					29.4
Adjustments of net actuarial losses and prior service cost, net of taxes	(103.4)					(103.4)
Sale of Avon Japan, net of taxes	0
Change in derivative losses on cash flow hedges, net of taxes	3.9					3.9
Change in derivative gains on net investment hedge	(2.8)					2.8
Comprehensive (loss) income	268.8
Dividends	(398.3)				(398.3)
Exercise / vesting and expense of share-based compensation, value	55.1		0.7	53.7			0.7
Exercise / vesting and expense of share-based compensation, shares			1.6				0
Repurchase of common stock, value	(7.7)						(7.7)
Repurchase of common stock, shares							0.3
Purchases and sales of noncontrolling interests, net of dividends paid	(5.1)							(5.1)
Income tax benefits - stock transactions	(0.2)			(0.2)
Shareholders' Equity at Period End at Dec. 31, 2011	1,585.2		187.3	2,077.7	4,726.1	(854.4)	(4,566.3)	14.8
Balance, shares at Dec. 31, 2011			744.9				314.1
Comprehensive (loss) income:
Net (loss) income attributable to Avon	(42.5)	[1],[2]			(42.5)
Net income attributable to noncontrolling interests	4.3	[1],[2]						4.3
Net (loss) income	(38.2)
Foreign currency translation adjustments	0.4					(0.2)		0.6
Amortization of actuarial losses, prior service credit, and transition obligation, net of taxes	33.9
Adjustments of net actuarial losses and prior service cost, net of taxes	(58.4)
Sale of Avon Japan, net of taxes	0
Change in derivative losses on cash flow hedges, net of taxes	3.9
Change in derivative gains on net investment hedge	(1.5)
Comprehensive (loss) income	(59.9)
Dividends	(325.8)				(325.8)
Exercise / vesting and expense of share-based compensation, value	48.5		1.0	44.3			3.2
Exercise / vesting and expense of share-based compensation, shares			1.8				0.1
Repurchase of common stock, value	(8.8)						(8.8)
Repurchase of common stock, shares							0.5
Purchases and sales of noncontrolling interests, net of dividends paid	(3.5)							(3.5)
Income tax benefits - stock transactions	(2.4)			(2.4)
Shareholders' Equity at Period End at Dec. 31, 2012	$ 1,233.3		$ 188.3	$ 2,119.6	$ 4,357.8	$ (876.7)	$ (4,571.9)	$ 16.2
Balance, shares at Dec. 31, 2012			746.7				314.5

[1] Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

[2] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

XML

Goodwill and Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accumulated Amortization	$ (115.6)	$ (123.2)
Indefinite-Lived Trademarks	64.4	108.4
Gross Amount	235.9	403.1
Trademarks [Member]
Gross Amount	6.6	6.6
Accumulated Amortization	(6.3)	(4.0)
Customer Relationships [Member]
Gross Amount	93.5	221.8
Accumulated Amortization	(47.1)	(65.2)
Licensing Agreements [Member]
Gross Amount	62.8	58.2
Accumulated Amortization	(53.6)	(47.4)
Noncompete Agreements [Member]
Gross Amount	8.6	8.1
Accumulated Amortization	$ (8.6)	$ (6.6)

XML

Income Taxes (Income from Continuing Operations before Taxes) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
United States													$ (436.5)		$ (395.1)	$ (228.7)
Foreign													655.1		1,137.7	1,174.1
Income from continuing operations, before taxes	$ 9.2	[1]	$ 77.9	$ 90.7	[2]	$ 40.8	[2]	$ (17.3)	[2]	$ 241.3	$ 293.7	$ 224.9	$ 218.6	[1]	$ 742.6	$ 945.4

[1] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

[2] As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.2012During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland. In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.2011During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years. During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

XML

Leases and Commitments (Tables)

12 Months Ended

Dec. 31, 2012

Leases [Abstract]

Schedule Of Minimum Rental Commitments And Purchase Obligations

Leases and Commitments

Minimum rental commitments under noncancellable operating leases, primarily for equipment and office facilities at December 31, 2012, are included in the following table under leases. Purchase obligations include commitments to purchase paper, inventory and other services.

Year	Leases			Purchase Obligations
2013	$	114.9		$	423.4
2014	94.0			264.5
2015	75.8			171.8
2016	64.7			104.8
2017	41.7			105.4
Later years	148.5			2.2
Sublease rental income	(18.2		)	—
Total	$	521.4		$	1,072.1

XML

Results of Operations by Quarter

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data [Abstract]

Results of Operations by Quarter

Results of Operations by Quarter (Unaudited)

2012	First(1)			Second			Third			Fourth(1)			Year
Total revenue	$	2,575.4		$	2,591.7		$	2,550.9		$	2,999.1		$	10,717.1
Gross profit	1,565.6			1,627.2			1,560.4			1,794.6			6,547.8
Operating profit(2)	71.5			126.6			106.0			10.7			314.8
Income from continuing operations, before tax(3)	40.8			90.7			77.9			9.2			218.6
Income (loss) from continuing operations, net of tax(4)	27.6			62.7			32.6			(161.1		)	(38.2		)
Net income attributable to noncontrolling interest	(1.1		)	(1.1		)	(1.0		)	(1.1		)	(4.3		)
Net income (loss) attributable to Avon	26.5			61.6			31.6			(162.2		)	(42.5		)
Earnings (loss) per share from continuing operations
Basic	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)
Diluted	$	.06		$	.14		$	.07		$	(.37	)	$	(.10	)	(5)

2011	First			Second			Third			Fourth(1)			Year
Total revenue	$	2,629.1		$	2,856.4		$	2,762.4		$	3,043.7		$	11,291.6
Gross profit	1,679.3			1,838.4			1,764.1			1,861.2			7,143.0
Operating profit(2)	246.5			316.6			278.6			12.9			854.6
Income (loss) from continuing operations, before tax	224.9			293.7			241.3			(17.3		)	742.6
Income from continuing operations, net of tax	152.2			208.7			165.2			.3			526.4
Discontinued operations, net of tax	(8.6		)	—			—			—			(8.6		)
Net income attributable to noncontrolling interest	—			(2.5		)	(1.0		)	(.7		)	(4.2		)
Net income (loss) attributable to Avon	143.6			206.2			164.2			(.4		)	513.6
Earnings per share from continuing operations
Basic	$	.35		$	.48		$	.38		$	—		$	1.20		(5)
Diluted	$	.35		$	.47		$	.38		$	—		$	1.20		(5)

(1) As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.

2012

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations.

During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland.

In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.

2011

During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.

During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years.

During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.

We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

(2) Operating profit was impacted by the following:

2012	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	2.7	$	.7	$	(.2	)	$	1.3	$	4.5
Selling, general and administrative expenses	24.6		37.5		1.8			56.3		120.2
Total costs to implement restructuring initiatives	$	27.3	$	38.2	$	1.6		$	57.6	$	124.7
Impairment of China goodwill	$	—	$	—	$	44.0		$	—	$	44.0
Impairment of Silpada goodwill and intangible assets	$	—	$	—	$	—		$	209.0	$	209.0
2011	First		Second		Third			Fourth		Year
Costs to implement restructuring initiatives:
Cost of sales	$	1.2	$	3.5	$	3.5		$	3.0	$	11.2
Selling, general and administrative expenses	13.5		8.5		1.1			5.7		28.8
Total costs to implement restructuring initiatives	$	14.7	$	12.0	$	4.6		$	8.7	$	40.0
Impairment of Silpada goodwill and intangible asset	$	—	$	—	$	—		$	263.0	$	263.0

(3) In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

(4) Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

(5) The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

XML

Supplemental Balance Sheet Information

12 Months Ended

Dec. 31, 2012

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Information

Supplemental Balance Sheet Information

At December 31, 2012 and 2011, prepaid expenses and other included the following:

Prepaid expenses and other	2012		2011
Deferred tax assets (Note 7)	$	273.5	$	319.0
Prepaid taxes and tax refunds receivable	141.4		192.0
Receivables other than trade	131.9		142.8
Prepaid brochure costs, paper and other literature	112.1		126.9
Healthcare trust assets (Note 12)	26.9		—
Interest-rate swap agreements, including interest (Notes 8 and 9)	19.5		18.8
Short-term investments	16.5		18.0
Other	110.2		113.4
Prepaid expenses and other	$	832.0	$	930.9

At December 31, 2012 and 2011, other assets included the following:

Other assets	2012		2011
Deferred tax assets (Note 7)	$	827.2	$	759.5
Capitalized software (Note 1)	235.4		176.7
Long-term receivables	174.9		138.3
Interest-rate swap agreements (Notes 8 and 9)	94.8		153.6
Investments	44.5		44.4
Other	31.4		39.2
Other assets	$	1,408.2	$	1,311.7

XML

Segment Information (Long-Lived Assets by Major Country) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Long-Lived Assets	$ 2,580.0	$ 2,829.5	$ 3,055.5
Minimum percentage rate of long-lived assets to consolidated long-lived assets to become major country	10.00%
United States [Member]
Long-Lived Assets	840.7	1,088.7	1,297.8
Brazil [Member]
Long-Lived Assets	409.1	418.8	450.2
All other [Member]
Long-Lived Assets	$ 1,330.2	$ 1,322.0	$ 1,307.5

XML

Debt and Other Financing (Maturities of Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Debt Instruments [Abstract]
Maturities, 2013	$ 389.6
Maturities, 2014	651.6
Maturities, 2015	566.2
Maturities, 2016	5.9
Maturities, 2017	6.2
Maturities, After 2018	1,266.1
Total Maturities	$ 2,885.6

XML

Restructuring Initiatives (Tables)

12 Months Ended

Dec. 31, 2012

Liability Balances for 2005 and 2009 Restructuring Program [Table]

The liability balances, which primarily consist of employee-related costs, for the initiatives under the 2005 and 2009 Restructuring Programs are shown below:

	Total
Balance December 31, 2009	$	149.0
2010 Charges	64.6
Adjustments	(23.3		)
Cash payments	(49.2		)
Non-cash write-offs	(1.7		)
Foreign exchange	(3.5		)
Balance December 31, 2010	$	135.9
2011 Charges	25.6
Adjustments	(22.2		)
Cash payments	(64.1		)
Non-cash write-offs	.3
Foreign exchange	(1.6		)
Balance December 31, 2011	$	73.9
2012 Charges	2.3
Adjustments	(14.4		)
Cash payments	(41.5		)
Non-cash write-offs	1.0
Foreign exchange	(.3		)
Balance December 31, 2012	$	21.0

Restructuring Charges Incurred to Date for 2005 and 2009 Restructuring Programs [Table]

The following table presents the restructuring charges incurred to date, net of adjustments, under our 2005 and 2009 Restructuring Programs:

	Employee- Related Costs		Asset Write-offs		Inventory Write-offs		Currency Translation Adjustment Write-offs		Contract Terminations/ Other		Total
Charges incurred on approved initiatives	$	482.5	$	10.8	$	7.2	$	11.6	$	21.6	$	533.7

Charges Reportable Under Business Segment (2005 and 2009 Restructuring Program) [Table]

The charges, net of adjustments, of initiatives under the 2005 and 2009 Restructuring Programs by reportable business segment were as follows:

	Latin America			Europe, Middle East & Africa			North America			Asia Pacific			Corporate			Total
2005	$	3.5		$	12.7		$	6.9		$	22.4		$	6.1		$	51.6
2006	34.6			52.0			61.8			14.2			29.5			192.1
2007	14.9			69.8			7.0			4.9			12.7			109.3
2008	1.9			20.7			(1.1		)	(.7		)	(3.0		)	17.8
2009	19.2			52.5			26.7			19.9			12.0			130.3
2010	13.6			(.8		)	17.8			(.3		)	11.0			41.3
2011	2.1			1.9			(1.1		)	(.3		)	.8			3.4
2012	(7.8		)	(1.0		)	(1.7		)	(.4		)	(1.2		)	(12.1		)
Charges incurred on approved initiatives	$	82.0		$	207.8		$	116.3		$	59.7		$	67.9		$	533.7

Liability Balances for Other Restructuring Initiatives [Table]

The liability balance for these various restructuring initiatives as of December 31, 2012 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
2012 Charges	$	53.4		$	12.0		$	65.4
Cash payments	(33.9		)	(.2		)	(34.1		)
Non-cash write-offs	(1.6		)	—			(1.6		)
Foreign exchange	(.3		)	—			(.3		)
Balance at December 31, 2012	$	17.6		$	11.8		$	29.4

Liability Balances for $400M Cost Savings Initiative [Table Text Block]

The liability balance for the $400M Cost Savings Initiative as of December 31, 2012 is as follows:

	Employee- Related Costs			Inventory Write-offs			Contract Terminations/Other			Total
2012 Charges	$	45.2		$	1.4		$	1.9		$	48.5
Cash payments	(3.2		)	—			(.2		)	(3.4		)
Non-cash write-offs	(.8		)	(1.4		)	—			(2.2		)
Foreign exchange	.1			—			—			.1
Balance at December 31, 2012	$	41.3		$	—		$	1.7		$	43.0

Restructuring and Related Costs Related to $400M Cost Savings Initiative [Table Text Block]

The following table presents the restructuring charges incurred to date, net of adjustments, under our $400M Cost Savings Initiative, along with the charges expected to be incurred under the plan:

	Employee- Related Costs		Inventory Write-offs		Currency Translation Adjustment Write-offs			Contract Terminations/ Other		Total
Charges incurred to date	$	45.2	$	1.4	$	—		$	1.9	$	48.5
Charges to be incurred on approved initiatives	6.4		—		(3.2		)	2.1		5.3
Total expected charges on approved initiatives	$	51.6	$	1.4	$	(3.2	)	$	4.0	$	53.8

Charges Reportable by Business Segment Under $400M Cost Savings Initiative [Table Text Block]

The charges, net of adjustments, of initiatives under the $400M Cost Savings Initiative by reportable business segment were as follows:

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Corporate		Total
Charges incurred to date	$	12.9	$	1.1	18.0			$	12.9		$	3.6	$	48.5
Charges to be incurred on approved initiatives	8.6		1.0		(2.4		)	(2.1		)	.2		5.3
Total expected charges on approved initiatives	$	21.5	$	2.1	$	15.6		$	10.8		$	3.8	$	53.8

XML

Subsequent Events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

In January 2013, we terminated interest-rate swap agreements with notional amounts totaling $1,000, for net proceeds of $88.1. See Note 8, Financial Instruments and Risk Management.

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market has been eliminated. This will result in a charge in the first quarter of 2013 associated with the write-down of monetary net assets. In addition, our 2013 operating margin will be negatively impacted.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes. The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole premium estimated to be approximately $65. See Note 5, Debt and Other Financing.

XML

Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts Disclosure [Line Items]

Valuation And Qualifying Accounts

AVON PRODUCTS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2012, 2011 and 2010

			Additions
(In millions) Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Revenue		Deductions			Balance at End of Period
2012
Allowance for doubtful accounts receivable	$	138.4	$	251.1		—		$	255.2	(1)	$	134.3
Allowance for sales returns	36.1		—			390.2		399.2		(2)	27.1
Allowance for inventory obsolescence	151.6		122.1			—		102.4		(3)	171.3
Deferred tax asset valuation allowance	546.1		81.3		(4)	—		—			627.4
2011
Allowance for doubtful accounts receivable	$	148.8	$	247.2		$	—	$	257.6	(1)	$	138.4
Allowance for sales returns	83.2		—			446.5		493.7		(2)	36.1
Allowance for inventory obsolescence	126.7		128.1			—		103.2		(3)	151.6
Deferred tax asset valuation allowance	462.7		83.4		(4)	—		—			546.1
2010
Allowance for doubtful accounts receivable	$	132.4	$	215.7		$	—	$	199.3	(1)	$	148.8
Allowance for sales returns	32.7		—			424.1		373.6		(2)	83.2
Allowance for inventory obsolescence	114.9		131.1			—		119.3		(3)	126.7
Deferred tax asset valuation allowance	370.2		92.5		(4)	—		—			462.7

(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 tax loss carryforward benefits that are not more likely than not to be realized in the future.

XML

Consolidated Statements of Cash Flows Parenthetical (Parentheticals) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Non-Cash Financing Activities - change in FV of interest rate swaps	$ (8.4)	$ 53.2	$ 66.8
Cash From Disc Ops January 1, 2010	$ 0	$ 0	$ 13.5

XML

Description of the Business and Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2012

Business

Business

When used in these notes, the terms "Avon," "Company," "we," "our" or "us" mean Avon Products, Inc.

We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in one channel, direct selling. Our reportable segments are based on geographic operations in four regions: Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. We have centralized operations for Global Brand Marketing and Global Sales, and also have regional operations for marketing, sales, and supply chain. Our product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of jewelry, watches, apparel, footwear, accessories and children’s products. Home consists of gift and decorative products, housewares, entertainment and leisure products, children's products and nutritional products. Sales are made to the ultimate consumer principally by independent Representatives.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of Avon and our majority and wholly-owned subsidiaries. Intercompany balances and transactions are eliminated.

Use of Estimates

Use of Estimates

We prepare our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America, or GAAP. In preparing these statements, we are required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, we review our estimates, including those related to restructuring reserves, allowances for doubtful accounts receivable, allowances for sales returns, provisions for inventory obsolescence, income taxes and tax valuation reserves, share-based compensation, loss contingencies, the determination of discount rate and other actuarial assumptions for pension, postretirement and postemployment benefit expenses and the valuation of goodwill, intangible assets and contingent consideration.

Foreign Currency

Foreign Currency

Financial statements of foreign subsidiaries operating in other than highly inflationary economies are translated at year-end exchange rates for assets and liabilities and average exchange rates during the year for income and expense accounts. The resulting translation adjustments are recorded within accumulated other comprehensive loss ("AOCI"). Gains or losses resulting from the impact of changes in foreign currency rates on assets and liabilities denominated in a currency other than the functional currency are recorded in "Other expense, net".

For financial statements of Avon subsidiaries operating in highly inflationary economies, the U.S. dollar is required to be used as the functional currency. Highly inflationary accounting requires monetary assets and liabilities, such as cash, receivables and payables, to be remeasured into U.S. dollars at the current exchange rate at the end of each period with the impact of any changes in exchange rates being recorded in income. We record the impact of changes in exchange rates on monetary assets and liabilities in "Other expense, net". Similarly, deferred tax assets and liabilities are remeasured into U.S. dollars at the current exchange rates; however, the impact of changes in exchange rates is recorded in "Income taxes" in the Consolidated Statement of Income. Nonmonetary assets and liabilities, such as inventory, property, plant and equipment and prepaid expenses are recorded in U.S. dollars at the historical rates at the time of acquisition of such assets or liabilities.

Venezuela Currency

Effective January 1, 2010, we began to account for Venezuela as a highly inflationary economy. Effective January 11, 2010, the Venezuelan government devalued its currency and moved to a two-tier exchange structure. The official exchange rate moved from 2.15 to 2.60 for essential goods and to 4.30 for nonessential goods and services. Effective December 30, 2010, the Venezuelan government eliminated the 2.60 rate which had been available for the import of essential goods. Substantially all of the imports of our subsidiary in Venezuela ("Avon Venezuela") were classified as nonessential.

We used the official rate of 4.30 to remeasure our Bolívar denominated assets and liabilities into U.S. dollars at the reporting date, since this is the rate expected to be available for dividend remittances. We record a loss within operating profit when we believe we are going to convert these Bolívar denominated assets or settle our U.S. dollar denominated liabilities from sources where the exchange rate is less favorable than the official rate.

As a result of the change in the official rate to 4.30 in conjunction with accounting for our operations in Venezuela under highly inflationary accounting guidelines, during the first quarter of 2010, we recorded net charges of $46.1 in "Other expense, net" and $12.7 in "Income taxes".

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market has been eliminated.

Revenue Recognition

Revenue Recognition

Net sales primarily include sales generated as a result of Representative orders less any discounts, taxes and other deductions. We recognize revenue upon delivery, when both title and the risks and rewards of ownership pass to the independent Representatives, who are our customers. Our internal financial systems accumulate revenues as orders are shipped to the Representative. Since we report revenue upon delivery, revenues recorded in the financial system must be reduced for an estimate of the financial impact of those orders shipped but not delivered at the end of each reporting period. We use estimates in determining the adjustments to revenue and operating profit for orders that have been shipped but not delivered as of the end of the period. These estimates are based on daily sales levels, delivery lead times, gross margin and variable expenses. We also estimate an allowance for sales returns based on historical experience with product returns. In addition, we estimate an allowance for doubtful accounts receivable based on an analysis of historical data and current circumstances.

Other Revenue

Other Revenue

Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are generally high-quality, short-term money market instruments with an original maturity of three months or less and consist of time deposits with a number of U.S. and non-U.S. commercial banks and money market fund investments.

Inventories

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. We assign a degree of obsolescence risk to products based on this classification to determine the level of obsolescence provision.

Prepaid Brochure Costs

Prepaid Brochure Costs

Costs to prepare brochures are initially deferred to prepaid expenses and other and are expensed to selling, general, and administrative expenses over the campaign length. In addition, fees charged to Representatives for brochures are initially deferred and presented as a reduction to prepaid expenses and other and are recorded as a reduction to selling, general, and administrative expenses over the campaign length. The campaign length is typically two weeks in the U.S. and two to four weeks for most markets outside the U.S.

Brochure costs and associated fees presented as prepaid expenses and other were $45.7 at December 31, 2012 and $45.8 at December 31, 2011. Additionally, paper stock is purchased in advance of creating the brochures. Prepaid expenses and other include paper supply of $13.5 at December 31, 2012, and $25.3 at December 31, 2011.

Brochure costs expensed to selling, general and administrative expenses amounted to $509.3 in 2012, $507.7 in 2011, and $472.7 in 2010. The fees charged to Representatives recorded as a reduction to selling, general and administrative expenses amounted to $286.7 in 2012, $293.5 in 2011, and $291.0 in 2010.

Property, Plant and Equipment

Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated using a straight-line method over the estimated useful lives of the assets. The estimated useful lives generally are as follows: buildings, 45 years; land improvements, 20 years; machinery and equipment, 15 years; and office equipment, five to ten years. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon disposal of property, plant and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings. Costs associated with repair and maintenance activities are expensed as incurred. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the related asset and depreciated over the useful life of the related asset. We capitalized interest of $2.0 for 2012, $.4 for 2011, and $5.3 for 2010.

Capitalized Software

Capitalized Software

Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related project, generally not to exceed five years. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. Other assets included unamortized capitalized software costs of $235.4 at December 31, 2012 and $176.7 at December 31, 2011.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill is not amortized and is assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred, at the reporting unit level. A reporting unit is the operating segment, or a component, which is one level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics. When testing goodwill for impairment, we perform either a qualitative or quantitative assessment for each of our reporting units. Factors considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reporting unit. If the qualitative analysis results in a more likely than not probability of impairment, the first quantitative step, as described below, is required.

The quantitative test to evaluate goodwill for impairment is a two-step process. In the first step, we compare the fair value of a reporting unit to its carrying value. If the fair value of a reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit’s goodwill. The second step of the impairment analysis requires a valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of the purchase price in a business combination. If the resulting implied fair value of the reporting unit’s goodwill is less than its carrying value, that difference represents an impairment. The impairment analysis performed for goodwill requires several estimates in computing the estimated fair value of a reporting unit. We use a discounted cash flow ("DCF") approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of this business, and is most consistent with the approach a marketplace participant would use.

Indefinite-lived intangible assets are not amortized, but rather are assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred. When testing indefinite-lived intangible assets for impairment, we perform either a qualitative or quantitative assessment. If the qualitative analysis results in a more likely than not probability of impairment, a quantitative assessment is required. The quantitative test to evaluate indefinite-lived intangible assets for impairment compares the fair value of the intangible asset to its carrying value. If the fair value of the asset is less than its carrying value, that difference represents an impairment. The impairment analysis performed for indefinite-lived intangible asset requires several estimates in computing the estimated fair value of the asset. We use a risk-adjusted DCF model under the relief-from-royalty method.

Finite-lived intangible assets are amortized using a straight-line method over the estimated useful lives of the assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of the asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate.

If applicable, the impairment testing should be performed in the following order: indefinite-lived intangible assets, finite-lived intangible assets, and then goodwill.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2012 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value and the finite-lived intangible assets were not recoverable. Accordingly, a non-cash impairment charge of $209.0 was recorded in the fourth quarter of 2012 to reduce the carrying amounts of goodwill, an indefinite-lived intangible asset, and a finite-lived intangible asset to their respective estimated fair value.

Based on the continued decline in revenue performance in China during the third quarter of 2012 and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time. As a result of our impairment testing, we recorded a non-cash impairment charge of $44.0 in the third quarter of 2012 to reduce the carrying amount of goodwill for China to its estimated fair value.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2011 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value. Accordingly, a non-cash impairment charge of $263.0 was recorded in the fourth quarter of 2011 to reduce the carrying amounts of goodwill and an indefinite-lived intangible asset.

Financial Instruments

Financial Instruments

We use derivative financial instruments, including interest-rate swap agreements and forward foreign currency contracts to manage interest rate and foreign currency exposures. We record all derivative instruments at their fair values on the Consolidated Balance Sheets as either assets or liabilities. See Note 8, Financial Instruments and Risk Management.

Deferred Income Taxes

Deferred Income Taxes

Deferred income taxes have been provided on items recognized for financial reporting purposes in different periods than for income tax purposes using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will not be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences become deductible or before our net operating loss and tax credit carryforwards expire. Deferred taxes are not provided on the portion of unremitted earnings of subsidiaries outside of the U.S. when management concludes that these earnings are indefinitely reinvested. Deferred taxes are provided on earnings not considered indefinitely reinvested. 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 the Company 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, therefore, recorded an additional provision for income taxes on such earnings. See Note 7, Income Taxes

Uncertain Tax Positions

Uncertain Tax Positions

We recognize the benefit of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs associated with selling; marketing; and distribution activities, including shipping and handling costs; advertising; net brochure costs; research and development; information technology; and other administrative costs, including finance, legal and human resource functions.

Shipping and Handling

Shipping and Handling

Shipping and handling costs are expensed as incurred and amounted to $1,030.3 in 2012, $1,071.7 in 2011 and $968.8 in 2010.

Advertising

Advertising

Advertising costs, excluding brochure preparation costs, are expensed as incurred and amounted to $253.6 in 2012, $311.2 in 2011 and $400.4 in 2010.

Research and Development

Research and Development

Research and development costs are expensed as incurred and amounted to $75.2 in 2012, $77.7 in 2011 and $72.6 in 2010. Research and development costs include all costs related to the design and development of new products such as salaries and benefits, supplies and materials and facilities costs.

Share-based Compensation

Share-based Compensation

All share-based payments to employees are recognized in the financial statements based on their fair value using an option-pricing model at the date of grant. We use a Black-Scholes-Merton option-pricing model to calculate the fair value of options.

Restructuring Reserves

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. 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.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

Pension and Postretirement Expense

Pension and postretirement expense is determined based on a number of actuarial assumptions, which are reviewed and determined on an annual basis. These assumptions include discount rates, hybrid plan maximum interest crediting rates and expected return on plan assets, 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. We are required, among other things, to recognize the funded status of pension and other postretirement benefit plans on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The recognition of prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status, are recognized as components of accumulated other comprehensive income, net of tax, in shareholders’ equity, until they are amortized as a component of net periodic benefit cost. We recognize prior service costs or credits and actuarial gains and losses beyond a 10% corridor to earnings based on the estimated future service period of the participants. The determination of the 10% corridor utilizes a calculated value of plan assets for our more significant plans, whereby gains and losses are smoothed over three- and five-year periods. We use a December 31 measurement date for all of our employee benefit plans.

Contingencies

Contingencies

We determine whether to disclose and/or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable. We record loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable

Out Of Period Items

Out-of-Period Items

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. We evaluated the total out-of-period adjustments impacting 2012 of approximately $13 before tax ($15 after tax), both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

During the first quarter of 2011, we determined that the net after-tax gain on sale of Avon Products Company Limited ("Avon Japan"), reported in our financial statements for the year ended December 31, 2010, should have been reported as a net after-tax loss of approximately $3, to correctly include all balances relating to Avon Japan that were previously included in AOCI. In addition, in the first quarter of 2011 the Company released a liability relating to a previously owned health care business, which should have been released in a prior period, resulting in an approximate $4 increase in net income. The results of these businesses were originally reported within discontinued operations upon disposition. The net impact of these two items decreased net income for the first quarter of 2011 by approximately $9. We also identified and recorded other various out-of-period adjustments during 2011 (primarily related to cost of sales and selling, general and administrative expenses) that related to prior years. The net impact of these other items decreased net income for 2011 by approximately $14. We evaluated the total out-of-period adjustments impacting 2011 of approximately $23, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

See Note 19, Results of Operations by Quarter (Unaudited), for discussion of these and other out-of-period adjustments within 2012 and 2011 and their impact on the interim periods.

Earnings per Share

(Loss) Earnings per Share

We compute (loss) earnings per share ("EPS") using the two-class method, which is a (loss) earnings allocation formula that determines (loss) earnings per share for common stock and participating securities. Our participating securities are our grants of restricted stock and restricted stock units, which contain non-forfeitable rights to dividend equivalents. We compute basic EPS by dividing net income allocated to common shareholders by the weighted-average number of shares outstanding during the year. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the year.

For each of the three years ended December 31, the components of basic and diluted EPS were as follows:

(Shares in millions)	2012			2011			2010
Numerator from continuing operations
(Loss) income from continuing operations less amounts attributable to noncontrolling interests	$	(42.5	)	$	522.2		$	590.9
Less: Loss (earnings) allocated to participating securities	.3			(4.6		)	(4.8		)
(Loss) income from continuing operations allocated to common shareholders	(42.2		)	517.6			586.1
Numerator from discontinued operations
(Loss) income from discontinued operations plus/less amounts attributable to noncontrolling interests	$	—		$	(8.6	)	$	15.4
Less: Earnings allocated to participating securities	—			(.9		)	(.4		)
(Loss) income allocated to common shareholders	—			(9.5		)	15.0
Numerator attributable to Avon
(Loss) income attributable to Avon less amounts attributable to noncontrolling interests	$	(42.5	)	$	513.6		$	606.3
Less: Loss (earnings) allocated to participating securities	.3			(5.5		)	(5.2		)
(Loss) income allocated to common shareholders	(42.2		)	508.1			601.1
Denominator:
Basic EPS weighted-average shares outstanding	431.9			430.5			428.8
Diluted effect of assumed conversion of stock options	—			1.6			2.6
Diluted EPS adjusted weighted-average shares outstanding	431.9			432.1			431.4
(Loss) Earnings per Common Share from continuing operations:
Basic	$	(.10	)	$	1.20		$	1.37
Diluted	$	(.10	)	$	1.20		$	1.36
(Loss) Earnings per Common Share from discontinued operations:
Basic	$	—		$	(.02	)	$	.04
Diluted	$	—		$	(.02	)	$	.03
(Loss) Earnings per Common Share attributable to Avon:
Basic	$	(.10	)	$	1.18		$	1.40
Diluted	$	(.10	)	$	1.18		$	1.39

We did not include stock options to purchase 22.0 million shares for the year ended December 31, 2012, 22.9 million shares for 2011, and 18.5 million shares for 2010 of Avon common stock in the calculations of diluted EPS because the exercise prices of those options were greater than the average market price and their inclusion would be anti-dilutive. We also did not include stock options to purchase .6 million shares for the year ended December 31, 2012, as we had a net loss attributable to Avon and the inclusion of these shares would decrease the net loss per share. Since this would be anti-dilutive, such shares are excluded from the calculation.

XML

Employee Benefit Plans (Supplemental Retirement Programs) (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Maximum deferral of base salary	50.00%
Maximum deferral of incentive compensation bonuses	100.00%
Deferred Compensation Arrangement with Individual, by Type of Compensation, Pension and Other Postretirement Benefits [Member]
Expenses associated with retirement programs	$ 1.7	$ 1.4	$ 3.3
Other liabilities	69.7	75.7
Supplemental Employee Retirement Plans, Defined Benefit [Member]
Net periodic benefit costs	8.4	9.8	10.0
Benefit obligation	63.9	68.4
Supplemental Life Plan [Member]
Additional death benefits, minimum range	0.4
Additional death benefits, maximum range	$ 2.0

XML

Goodwill and Intangible Assets (Proforma Summary of Consolidated Information of Acquired Companies) (Details) (Silpada and Liz Earle [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010
Silpada and Liz Earle [Member]
Pro forma Revenue Results including Acquisitions	$ 10,975.8
Pro forma Operating Profit Results including Acquisitions	1,084.9
Pro forma Income from continuing operations, net of tax Results including Acquisitions	$ 601.9

XML

Share-Based Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Compensation Cost and Income Tax Benefit

For the years ended December 31:

	2012		2011		2010
Compensation cost for stock options, stock appreciation rights and restricted stock units	$	41.1	$	36.6	$	57.6
Total income tax benefit recognized for share-based arrangements	13.0		11.7		18.7

Schedule of Weighted-Average Assumptions for Options Granted During Period

The fair value of each option is estimated on the date of grant using a Black-Scholes-Merton option-pricing model with the following weighted-average assumptions for options granted during the years ended December 31:

	2012		2011		2010
Risk-free rate(1)	.7	%	1.8	%	1.9	%
Expected term(2)	4 years		4 years		4 years
Expected volatility(3)	38	%	38	%	38	%
Expected dividends(4)	5.0	%	3.0	%	3.0	%

(1) The risk-free rate was based upon the rate on a zero coupon U.S. Treasury bill, for periods within the contractual life of the option, in effect at the time of grant.

(2) The expected term of the option was based on historical employee exercise behavior, the vesting terms of the respective option and a contractual life of 10 years.

(3) Expected volatility was based on the weekly historical volatility of our stock price, over a period similar to the expected life of the option.

(4) Assumed the then-current cash dividends of $.23 during 2012, $.23 during 2011 and $.22 during 2010 per share each quarter on our common stock for options granted during those years.

Schedule of Options Activity During Period

A summary of stock options as of December 31, 2012, and changes during 2012, is as follows:

	Shares (in 000’s)		Weighted- Average Exercise Price		Weighted- Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2012	28,361		$	31.30
Granted	1,775		18.24
Exercised	(556	)	15.50
Forfeited	(377	)	23.63
Expired	(2,913	)	29.69
Outstanding at December 31, 2012	26,290		$	31.00	4.3	$	2.2
Exercisable at December 31, 2012	22,580		$	31.76	3.8	$	.1

Schedule of Cash Proceeds, Tax Benefits, and Instrinsic Value Related to Options Exercised During Period

Cash proceeds, tax benefits, and intrinsic value related to total stock options exercised during 2012, 2011, and 2010, were as follows:

	2012			2011		2010
Cash proceeds from stock options exercised	$	8.6		$	16.8	$	23.9
Tax (obligation)/ benefit realized for stock options exercised	(3.7		)	1.3		3.3
Intrinsic value of stock options exercised	2.2			10.0		14.6

Schedule of Restricted Stock and Units Activity During Period

A summary of restricted stock and restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Restricted Stock And Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012	3,317		$	23.88
Granted	1,792		18.13
Vested	(1,233	)	17.41
Forfeited	(409	)	24.07
December 31, 2012	3,467		$	23.18

Schedule of Share-Based Compensation Performance Restricted Stock Units Activity [Table Text Block]

A summary of performance restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Performance Restricted Stock Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012(1)	1,021		$	27.72
Granted	1,998		19.45
Vested	—		—
Forfeited	(110	)	23.80
December 31, 2012(1)	2,909		$	22.19

(1) Based on target payout

XML

Inventories (Components of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Raw materials	$ 393.4	$ 361.7
Finished goods	742.0	799.6
Total	$ 1,135.4	$ 1,161.3

XML

Fair Value Fair Value (Fair Value of Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012 China [Member]	Sep. 30, 2012 China [Member] Fair Value, Inputs, Level 1 [Member]	Sep. 30, 2012 China [Member] Fair Value, Inputs, Level 2 [Member]	Sep. 30, 2012 China [Member] Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2012 Silpada [Member]	Dec. 31, 2011 Silpada [Member]	Dec. 31, 2012 Silpada [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2011 Silpada [Member] Fair Value, Inputs, Level 1 [Member]	Dec. 31, 2012 Silpada [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2011 Silpada [Member] Fair Value, Inputs, Level 2 [Member]	Dec. 31, 2012 Silpada [Member] Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2011 Silpada [Member] Fair Value, Inputs, Level 3 [Member]	Dec. 31, 2012 Customer Relationships [Member]	Dec. 31, 2011 Customer Relationships [Member]	Dec. 31, 2012 Customer Relationships [Member] Silpada [Member] Fair Value, Inputs, Level 3 [Member]
Goodwill	$ 374.9	$ 473.1	$ 37.3	$ 0	$ 0	$ 37.3	$ 44.6	$ 116.7	$ 0	$ 0	$ 0	$ 0	$ 44.6	$ 116.7
Indefinite-Lived Trademarks	64.4	108.4					40.0	85.0	0	0	0	0	40.0	85.0
Finite-Lived Intangible Assets, Gross							40.0		0		0				93.5	221.8	40.0
Assets, Fair Value Disclosure, Nonrecurring							$ 124.6	$ 201.7	$ 0	$ 0	$ 0	$ 0	$ 124.6	$ 201.7

XML

CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Net sales	$ 10,546.1		$ 11,112.0		$ 10,731.3
Other revenue	171.0	[1]	179.6	[1]	131.5	[1]
Total revenue	10,717.1		11,291.6		10,862.8
Costs, expenses and other:
Cost of sales	4,169.3		4,148.6		4,041.3
Selling, general and administrative expenses	5,980.0		6,025.4		5,748.4
Impairment of goodwill and intangible asset	253.0		263.0		0
Operating profit	314.8		854.6		1,073.1
Interest expense	104.3		92.9		87.1
Interest income	(15.1)		(16.5)		(14.0)
Other expense, net	7.0		35.6		54.6
Total other expenses	96.2		112.0		127.7
Income from continuing operations, before taxes	218.6	[2]	742.6		945.4
Income taxes	256.8		216.2		350.2
(Loss) income from continuing operations, net of tax	(38.2)	[2],[3]	526.4		595.2
Discontinued operations, net of tax	0		(8.6)		14.1
Net (loss) income	(38.2)		517.8		609.3
Net income attributable to noncontrolling interests	(4.3)	[2],[3]	(4.2)		(3.0)
Net (loss) income attributable to Avon	$ (42.5)	[2],[3]	$ 513.6		$ 606.3
(Loss) earnings per share:
Basic from continuing operations	$ (0.10)	[2],[3],[4]	$ 1.20	[4]	$ 1.37
Basic from discontinued operations	$ 0.00		$ (0.02)		$ 0.04
Basic attributable to Avon	$ (0.10)		$ 1.18		$ 1.40
Diluted from continuing operations	$ (0.10)	[2],[3],[4]	$ 1.20	[4]	$ 1.36
Diluted from discontinued operations	$ 0.00		$ (0.02)		$ 0.03
Diluted attributable to Avon	$ (0.10)		$ 1.18		$ 1.39
Weighted-average shares outstanding:
Basic	431.9		430.5		428.8
Diluted	431.9		432.1		431.4

[1] Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

[2] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

[3] Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

[4] The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

XML

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Business Acquisition, Pro Forma Information

The following unaudited pro forma summary presents the Company’s consolidated information as if Silpada and Liz Earle had been acquired on January 1, 2010:

	2010
Pro forma Revenue results including Acquisitions	$	10,975.8
Pro forma Operating profit results including Acquisitions	1,084.9
Pro forma Income from continuing operations, net of tax results including Acquisitions	601.9

Schedule of Adjustments to Goodwill

Goodwill

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Total
Gross balance at December 31, 2011	$	111.8	$	160.8	$	314.7		$	83.8		$	671.1
Accumulated impairments	—		—		(198.0		)	—			(198.0		)
Net balance at December 31, 2011	$	111.8	$	160.8	$	116.7		$	83.8		$	473.1
Changes during the period ended December 31, 2012:
Impairment	$	—	$	—	$	(72.1	)	$	(44.0	)	$	(116.1	)
Other(1)	11.0		6.5		—			.4			17.9
Gross balance at December 31, 2012	$	122.8	$	167.3	$	314.7		$	84.2		$	689.0
Accumulated impairments	—		—		(270.1		)	(44.0		)	(314.1		)
Net balance at December 31, 2012	$	122.8	$	167.3	$	44.6		$	40.2		$	374.9

(1) Other is primarily comprised of foreign currency translation.

Schedule of Intangible Assets

Other intangible assets

	2012					2011
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	93.5	$	(47.1	)	$	221.8	$	(65.2	)
Licensing agreements	62.8		(53.6		)	58.2		(47.4		)
Noncompete agreements	8.6		(8.6		)	8.1		(6.6		)
Trademarks	6.6		(6.3		)	6.6		(4.0		)
Indefinite-Lived Trademarks	64.4		—			108.4		—
Total	$	235.9	$	(115.6	)	$	403.1	$	(123.2	)

Aggregate and Estimated Amortization Expense

Estimated Amortization Expense:
2013	$	8.5
2014	7.3
2015	6.7
2016	5.9
2017	5.5

XML

Segment Information (Total Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Total Assets	$ 7,382.5	$ 7,735.0	$ 7,873.7
Latin America [Member]
Total Assets	2,713.3	2,766.4	2,778.6
Europe Middle East & Africa [Member]
Total Assets	1,380.2	1,516.2	1,601.2
North America [Member]
Total Assets	969.4	1,185.7	1,457.0
Asia Pacific [Member]
Total Assets	537.7	628.8	630.6
Total from operations [Member]
Total Assets	5,600.6	6,097.1	6,467.4
Global and other [Member]
Total Assets	$ 1,781.9	$ 1,637.9	$ 1,406.3

XML

Goodwill and Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			3 Months Ended		12 Months Ended					3 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended	1 Months Ended								12 Months Ended					12 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Silpada [Member]	Dec. 31, 2011 Silpada [Member]	Dec. 31, 2012 Silpada [Member]	Dec. 31, 2011 Silpada [Member]	Dec. 31, 2010 Silpada [Member]	Jul. 31, 2010 Silpada [Member]	Mar. 31, 2010 Liz Earle [Member]	Sep. 30, 2012 China [Member]	Dec. 31, 2012 China [Member]	Dec. 31, 2012 Customer Relationships [Member]	Dec. 31, 2011 Customer Relationships [Member]	Jul. 31, 2010 Customer Relationships [Member] Silpada [Member]	Dec. 31, 2012 Customer Relationships [Member] Silpada [Member]	Mar. 31, 2010 Customer Relationships [Member] Liz Earle [Member]	Dec. 31, 2012 Licensing Agreements [Member]	Dec. 31, 2011 Licensing Agreements [Member]	Mar. 31, 2010 Licensing Agreements [Member] Liz Earle [Member]	Dec. 31, 2012 Noncompete Agreements [Member]	Dec. 31, 2011 Noncompete Agreements [Member]	Dec. 31, 2012 Trademarks [Member]	Dec. 31, 2011 Trademarks [Member]	Dec. 31, 2012 China [Member]	Dec. 31, 2012 China [Member]	Dec. 31, 2012 North America [Member]	Dec. 31, 2012 Latin America [Member]	Dec. 31, 2011 Latin America [Member]	Dec. 31, 2012 Asia Pacific [Member]	Dec. 31, 2011 Asia Pacific [Member]	Jul. 31, 2010 Indefinite Life Trademarks [Member] Silpada [Member]	Mar. 31, 2010 Indefinite Life Trademarks [Member] Liz Earle [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 3 [Member] Silpada [Member]	Dec. 31, 2011 Fair Value, Inputs, Level 3 [Member] Silpada [Member]	Sep. 30, 2012 Fair Value, Inputs, Level 3 [Member] China [Member]	Dec. 31, 2012 Fair Value, Inputs, Level 3 [Member] Customer Relationships [Member] Silpada [Member]
Amortization of Intangible Assets		$ 25.8	$ 21.5	$ 13.1
Acquisition of subsidiary										650
Goodwill resulting from acquisition										314.7	123.6	81.3
Intangible resulting from acquisition (Not Amortizable)																																	150.0	22.8
Intangibles resulting from acquisition (Amortizable)																172.8		4.7			8.7
Weighted average useful life of intangible asset																10 years		8 years
Business Acquisition Fair Value Of Contingent Consideration					0	0	0	0	11	26
Goodwill, Impairment Loss		116.1					72.1	198.0																				72.1	0		44.0
Goodwill Impairment Loss After Tax							45.6	125.1																		44.0
Goodwill	473.1	374.9	473.1		44.6	116.7	44.6	116.7				37.3																44.6	122.8	111.8	40.2	83.8			44.6	116.7	37.3
Indefinite Lived Intangible Impairment Loss							45.0	65.0
Indefinite Lived Intangible Impairment Loss After Tax							28.5	41.1
Silpada indefinite lived intangible asset carrying value	108.4	64.4	108.4		40.0	85.0	40.0	85.0																											40.0	85.0
Impairment of Intangible Assets, Finite-lived																	91.9
Finite Lived Intangible Impairment Loss After Tax																	58.1
Finite-Lived Intangible Assets, Gross					40.0		40.0							93.5	221.8				62.8	58.2		8.6	8.1	6.6	6.6													40.0
Impairment of goodwill and intangible asset	$ 263.0	$ 253.0	$ 263.0	$ 0	$ 209.0	$ 263.0	$ 209.0	$ 263.0				$ 44.0	$ 44.0														$ 44.0

XML

Consolidated Balance Sheets Parentheticals (Parentheticals) (USD $) In Millions, except Per Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Cash equivalents	$ 762.9	$ 623.7
Allowances	$ 161.4	$ 174.5
Common stock, par value	$ 0.25	$ 0.25
Common stock, shares authorized	1,500	1,500
Common stock, shares issued	746.7	744.9
Treasury stock	314.5	314.1

XML

Employee Benefit Plans (Assets Held In Trust) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets held-in-trust	$ 42.6	$ 42.6
Corporate-Owned Life Insurance Policies [Member]
Assets held-in-trust	42.7	41.9
Cash and Cash Equivalents [Member]
Assets held-in-trust	$ (0.1)	$ 0.7

XML

Income Taxes (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Undistributed earnings of foreign subsidiaries	$ 2,500.0	$ 2,500.0
Net increase in valuation allowance		81.3
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Lower Bound	15.0	15.0
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	25.0	25.0
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	168.3	168.3
U.S. tax cost on foreign earnings		156.8	24.7	24.3
Operating Loss Carryforwards, Expiration Dates		2013 and 2032
Minimum tax credit carryforwards	35.9	35.9
Deferred Tax Assets, Tax Credit Carryforwards, General Business	11.6	11.6
Deferred Tax Assets, Tax Credit Carryforwards, Foreign	356.0	356.0	282.1
Capital loss carryforwards, expiration dates		2020 and 2031
Total gross unrecognized tax benefits	36.0	36.0	36.0	84.3	113.4
Unrecognized tax benefits that would impact effective tax rate	9.0	9.0
Accrued interest and penalties	6.2	6.2	12.9
Expense for interest and penalties		1.1	3.8	4.5
Additional provision for income taxes for no longer asserting indefinite reinvestment	168.3
Deferred Tax Liabilities, Undistributed Foreign Earnings	(224.8)	(224.8)	(46.8)
VENEZUELA
Undistributed earnings of foreign subsidiaries	158.7	158.7
Foreign [Member]
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration	2,015.4	2,015.4
Foreign tax loss carryforwards	2,183.7	2,183.7
Deferred Tax Assets, Tax Credit Carryforwards, Foreign	$ 356.0	$ 356.0

XML

Segment Information (Total Revenue by Major Country) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended											12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues	$ 2,999.1	$ 2,550.9	$ 2,591.7	[1]	$ 2,575.4	[1]	$ 3,043.7	[1]	$ 2,762.4	$ 2,856.4	$ 2,629.1	$ 10,717.1	$ 11,291.6	$ 10,862.8
Minimum percentage rate of revenues of consolidated total revenues to become a major country												10.00%
Brazil [Member]
Revenues												2,041.7	2,316.3	2,182.8
United States [Member]
Revenues												1,588.8	1,719.7	1,828.6
All other [Member]
Revenues												$ 7,086.6	$ 7,255.6	$ 6,851.4

[1] As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.2012During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland. In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.2011During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years. During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

XML

Debt and Other Financing (Tables)

12 Months Ended

Dec. 31, 2012

Debt Instruments [Abstract]

Schedule of Debt [Table Text Block]

Debt at December 31 consisted of the following:

	2012			2011
Debt maturing within one year:
Notes payable	$	180.6		$	832.4
Current portion of long-term debt	391.4			16.9
Total	$	572.0		$	849.3
Long-term debt:
4.80% Notes, due March 2013	250.0			249.9
4.625% Notes, due May 2013	124.0			121.3
5.625% Notes, due March 2014	499.4			498.8
Term Loan, 25% due June 2014 and remaining due June 2015	550.0			—
2.60% Senior Notes, Series A, due November 2015	142.0			142.0
5.75% Notes, due March 2018	249.6			249.5
4.20% Notes, due July 2018	249.6			249.5
6.50% Notes, due March 2019	347.3			346.9
Other, payable through 2019 with interest from 2.40% to 6.50%	75.6			77.5
4.03% Senior Notes, Series B, due November 2020	290.0			290.0
4.18% Senior Notes, Series C, due November 2022	103.0			103.0
Total	2,880.5			2,328.4
Adjustments for debt with fair value hedges	93.1			147.6
Amortization of swap termination	41.7			—
Less current portion	(391.4		)	(16.9		)
Total long-term debt	$	2,623.9		$	2,459.1

Schedule of Maturities of Long-term Debt [Table Text Block]

Maturities of Long-Term Debt

Annual maturities of long-term debt (including unamortized discounts and premiums and excluding the adjustments for debt with fair value hedges) outstanding at December 31, 2012, are as follows:

	2013		2014		2015		2016		2017		After 2018		Total
Maturities	$	389.6	$	651.6	$	566.2	$	5.9	$	6.2	$	1,266.1	$	2,885.6

XML

Income Taxes (Reconciliation Of Beginning And Ending Amount Of Unrecognized Tax Benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Contingency [Line Items]
Unrecognized tax benefits, beginning balance	$ 36.0	$ 84.3	$ 113.4
Additions based on tax positions related to the current year	7.4	1.2	7.5
Additions for tax positions of prior years	9.3	9.3	6.4
Reductions for tax positions of prior years	(3.7)	(20.0)	(14.4)
Reductions due to lapse of statute of limitations	(6.4)	(6.7)	(5.3)
Reductions due to settlements with tax authorities	(6.6)	(32.1)	(23.3)
Unrecognized tax benefits, ending balance	$ 36.0	$ 36.0	$ 84.3

XML

Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Employee Benefit Plans

Employee Benefit Plans

Savings Plan

We offer a qualified defined contribution plan for U.S.-based employees, the Avon Personal Savings Account Plan (the "PSA"), which allows eligible participants to contribute up to 25% of eligible compensation through payroll deductions. We match employee contributions dollar for dollar up to the first 3% of eligible compensation and fifty cents for each dollar contributed from 4% to 6% of eligible compensation. We made matching contributions in cash to the PSA of $12.2 in 2012, $12.6 in 2011 and $12.5 in 2010, which were then used by the PSA to purchase our shares in the open market through June 30, 2011.

Beginning July 1, 2011, matching contributions follow the same allocation as the participant has selected for his or her own contributions.

Defined Benefit Pension and Postretirement Plans

Avon and certain subsidiaries have contributory and noncontributory retirement plans for substantially all employees of those subsidiaries. Benefits under these plans are generally based on an employee’s years of service and average compensation near retirement. Plans are funded based on legal requirements and cash flow.

We provide 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. In the U.S., the cost of such health care benefits is shared by us and our retirees for employees hired on or before January 1, 2005. Employees hired after January 1, 2005, will pay the full cost of the health care benefits upon retirement. In August 2009, we announced changes to our postretirement medical and life insurance benefits offered to U.S. retirees. The changes to the retiree medical benefits reduced the plan’s obligations by $36.3. This amount is being amortized as a negative prior service cost over the average future service of active participants which is approximately 12 years. The changes to the retiree life insurance benefits reduced the plan’s obligations by $27.7. This amount was amortized as a negative prior service cost over 3.3 years, which was the remaining term of the plan.

We are required, among other things, to recognize the funded status of pension and other postretirement benefit plans on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The recognition of prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status, are recognized as components of accumulated other comprehensive income, net of tax, in shareholders’ equity, until they are amortized as a component of net periodic benefit cost. We recognize prior service costs or credits and actuarial gains and losses beyond a 10% corridor to earnings based on the estimated future service period of the participants. The determination of the 10% corridor utilizes a calculated value of plan assets for our more significant plans, whereby gains and losses are smoothed over three- and five-year periods.

Reconciliation of Benefit Obligations, Plan Assets and Funded Status

The following table summarizes changes in the benefit obligation, plan assets and the funded status of our significant pension and postretirement plans. We use a December 31 measurement date for all of our employee benefit plans.

	Pension Plans
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012			2011			2012			2011			2012			2011
Change in Benefit Obligation:
Beginning balance	$	(753.7	)	$	(702.6	)	$	(746.7	)	$	(720.3	)	$	(132.3	)	$	(133.0	)
Service cost	(15.1		)	(12.8		)	(18.0		)	(15.4		)	(1.9		)	(2.0		)
Interest cost	(29.6		)	(32.6		)	(39.8		)	(39.7		)	(5.8		)	(6.4		)
Actuarial loss	(68.7		)	(89.9		)	(49.6		)	(21.5		)	(7.4		)	(1.9		)
Plan participant contributions	—			—			(2.3		)	(2.5		)	(3.3		)	(4.0		)
Benefits paid	75.2			83.9			48.7			42.1			12.6			14.1
Plan amendments	—			—			(4.8		)	4.6			—			—
Curtailments	(.4		)	.3			1.2			—			(.2		)	(.2		)
Special termination benefits	(.4		)	—			—			—			(.2		)	—
Foreign currency changes and other	—			—			(27.2		)	6.0			.4			1.1
Ending balance	$	(792.7	)	$	(753.7	)	$	(838.5	)	$	(746.7	)	$	(138.1	)	$	(132.3	)
Change in Plan Assets:
Beginning balance	$	493.4		$	451.7		$	536.4		$	540.6		$	42.6		$	43.7
Actual return on plan assets	67.0			37.0			57.7			(.1		)	2.7			(1.1		)
Company contributions	44.0			88.6			40.7			38.4			(36.0		)	10.1
Plan participant contributions	—			—			2.3			2.5			3.3			4.0
Benefits paid	(75.2		)	(83.9		)	(48.7		)	(42.1		)	(12.6		)	(14.1		)
Foreign currency changes and other	—			—			20.9			(2.9		)	—			—
Ending balance	$	529.2		$	493.4		$	609.3		$	536.4		$	—		$	42.6
Funded Status:
Funded status at end of year	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Amount Recognized in Balance Sheet:
Other assets	$	—		$	—		$	2.0		$	2.7		$	—		$	—
Accrued compensation	(23.1		)	(7.9		)	(2.5		)	(12.7		)	(9.4		)	(4.6		)
Employee benefit plans liability	(240.4		)	(252.4		)	(228.8		)	(200.3		)	(128.7		)	(85.1		)
Net amount recognized	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Pretax Amounts Recognized in Accumulated Other Comprehensive Loss:
Net actuarial loss	$	483.6		$	489.6		$	314.8		$	294.6		$	52.6		$	52.3
Prior service credit	(.7		)	(1.0		)	(8.2		)	(14.9		)	(38.3		)	(53.0		)
Transition obligation	—			—			.2			.2			—			—
Total pretax amount recognized	$	482.9		$	488.6		$	306.8		$	279.9		$	14.3		$	(.7	)
Supplemental Information:
Accumulated benefit obligation	$	776.5		$	737.3		$	768.5		$	680.9		N/A			N/A
Plans with Projected Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	822.6		$	730.2		N/A			N/A
Fair value plan assets	529.2			493.4			591.3			517.1			N/A			N/A
Plans with Accumulated Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	809.4		$	720.1		N/A			N/A
Accumulated benefit obligation	776.5			737.3			761.9			675.9			N/A			N/A
Fair value plan assets	529.2			493.4			581.5			508.6			N/A			N/A

The U.S. pension plans include funded qualified plans and unfunded non-qualified plans. As of December 31, 2012, the U.S. qualified pension plans had benefit obligations of $728.8 and plan assets of $529.2. As of December 31, 2011, the U.S. qualified pension plans had benefit obligations of $683.5 and plan assets of $493.4. We believe we have adequate investments and cash flows to fund the liabilities associated with the unfunded non-qualified plans.

During the second quarter of 2012, approximately $40 of assets previously designated and intended to be used solely for postretirement benefits were transferred to a trust that funds both active and retiree benefits (the "healthcare trust"). We treated the transfer of these assets as a negative contribution in our net benefit obligation. At December 31, 2012, the balance in this healthcare trust was $26.9.

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss

	Pension Benefits
	U.S. Plans									Non-U.S. Plans									Postretirement Benefits
	2012			2011			2010			2012			2011			2010			2012			2011			2010
Net Periodic Benefit Cost:
Service cost	$	15.1		$	12.8		$	11.9		$	18.0		$	15.4		$	14.6		$	1.9		$	2.0		$	2.0
Interest cost	29.6			32.6			35.6			39.8			39.7			39.3			5.8			6.4			7.1
Expected return on plan assets	(36.0		)	(36.2		)	(36.9		)	(39.1		)	(41.1		)	(37.7		)	—			(2.2		)	(2.4		)
Amortization of prior service credit	(.3		)	(.3		)	(.3		)	(1.3		)	(1.6		)	(1.3		)	(13.2		)	(16.0		)	(17.0		)
Amortization of net actuarial losses	43.7			45.4			38.5			17.6			13.5			13.0			4.1			3.2			3.5
Amortization of transition obligation	—			—			—			—			.1			.1			—			—			—
Settlements/curtailments	.8			(.3		)	1.2			1.9			1.4			1.6			(1.0		)	(.8		)	—
Other	—			—			—			.7			.6			.6			—			—			—
Net periodic benefit cost	$	52.9		$	54.0		$	50.0		$	37.6		$	28.0		$	30.2		$	(2.4	)	$	(7.4	)	$	(6.8	)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss:
Actuarial losses (gains)	$	37.7		$	89.2		$	20.9		$	31.0		$	62.7		$	(3.0	)	$	4.7		$	5.2		$	(3.8	)
Prior service cost (credit)	—			—			(.2		)	4.8			(4.6		)	—			—			—			—
Amortization of prior service credit	.3			.2			.3			2.4			1.6			1.3			14.6			17.0			17.0
Amortization of net actuarial losses	(43.7		)	(45.4		)	(38.4		)	(21.8		)	(14.8		)	(14.5		)	(4.1		)	(3.2		)	(3.6		)
Amortization of transition obligation	—			—			—			—			(.1		)	(.1		)	—			—			—
Settlements/curtailments	—			—			.2			—			—			—			—			—			—
Foreign currency changes	—			—			—			10.4			(2.9		)	(9.5		)	(.2		)	(.3		)	.1
Total recognized in other comprehensive loss*	(5.7		)	44.0			(17.2		)	26.8			41.9			(25.8		)	15.0			18.7			9.7
Total recognized in net periodic benefit cost and other comprehensive loss	$	47.2		$	98.0		$	32.8		$	64.4		$	69.9		$	4.4		$	12.6		$	11.3		$	2.9

* Amounts represent the pre-tax effect included within other comprehensive loss. The net of tax amounts are included within the Consolidated Statements of Changes in Shareholders’ Equity.

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2013 are as follows:

	Pension Benefits
	U.S. Plans			Non-U.S. Plans			Postretirement Benefits
Net actuarial loss	$	45.1		$	18.9		$	3.3
Prior service credit	(.3		)	(1.1		)	(4.8		)
Transition obligation	—			—			—

Assumptions

Weighted-average assumptions used to determine benefit obligations recorded on the Consolidated Balance Sheets as of December 31 were as follows:

	Pension Benefits								Postretirement
	U.S. Plans				Non-U.S. Plans				Benefits
	2012		2011		2012		2011		2012		2011
Discount rate	3.55	%	4.10	%	4.63	%	5.30	%	3.99	%	4.66	%
Rate of compensation increase	3.86	%	3.82	%	3.88	%	4.13	%	N/A		N/A

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 most significant plans were based on the internal rate 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 has decreased to 4.11% at December 31, 2012, from 4.69% at December 31, 2011.

Weighted-average assumptions used to determine net benefit cost recorded in the Consolidated Statements of Income for the years ended December 31 were as follows:

	Pension Benefits
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Discount rate	4.10	%	4.80	%	5.35	%	5.30	%	5.60	%	6.04	%	4.66	%	5.28	%	5.83	%
Rate of compensation increase	3.82	%	4.00-6.00%		4.00-6.00%		4.13	%	4.00	%	4.04	%	N/A		N/A		N/A
Rate of return on assets	7.75	%	8.00	%	8.00	%	6.85	%	7.16	%	7.31	%	N/A		N/A		N/A

In determining the long-term rates of return, we consider the nature of each plan’s investments, an expectation for each plan’s investment strategies, historical rates of return and current economic forecasts, among other factors. We evaluate the expected rate of return on plan assets annually and adjust as necessary. In determining the net cost for the year ended December 31, 2012, the assumed rate of return on assets globally was 7.28%, which represents the weighted-average rate of return on all plan assets, including the U.S. and non-U.S. plans.

The assumed rate of return for determining 2012 net costs for the U.S. plan was 7.75%. In addition, the current rate of return assumption for the U.S. plan 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). Similar assessments were performed in determining rates of return on non-U.S. pension plan assets, to arrive at our weighted-average assumed rate of return of 6.85% for determining 2012 net cost.

Plan Assets

Our U.S. and non-U.S. funded pension and postretirement plans target and weighted-average asset allocations at December 31, 2012 and 2011, by asset category were as follows:

	U.S. Pension Plan						Non-U.S. Pension Plans						U.S. Postretirement Plan
	% of Plan Assets						% of Plan Assets						% of Plan Assets
	Target		at Year End				Target		at Year End				Target	at Year End
Asset Category	2013		2012		2011		2013		2012		2011		2013	2012	2011
Equity securities	55-60%		58	%	57	%	55-65%		60	%	61	%	N/A	N/A	47	%
Debt securities	30-35		34		35		30-40		33		32		N/A	N/A	53
Real Estate	—		—		—		—		2		3		N/A	N/A	—
Other	5-10		8		8		0-10		5		4		N/A	N/A	—
Total	100	%	100	%	100	%	100	%	100	%	100	%	N/A	N/A	100	%

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2012:

	U.S. Pension Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	186.4	$	186.4
International equity	—		71.0		71.0
Emerging markets	—		50.5		50.5
	—		307.9		307.9
Fixed Income Securities:
Corporate bonds	—		148.0		148.0
Government securities	—		72.2		72.2
	—		220.2		220.2
Cash	1.1		—		1.1
Total	$	1.1	$	528.1	$	529.2

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	71.3	$	—	$	71.3
International equity	—		297.4		—		297.4
	—		368.7		—		368.7
Fixed Income Securities:
Corporate bonds	—		85.9		—		85.9
Government securities	—		113.3		—		113.3
Other	—		11.5		—		11.5
	—		210.7		—		210.7
Other:
Cash	16.4		—		—		16.4
Real estate	—		—		13.1		13.1
Other	—		—		.4		.4
	16.4		—		13.5		29.9
Total	$	16.4	$	579.4	$	13.5	$	609.3

As mentioned above, during the second quarter of 2012 approximately $40 of assets previously designated and intended to be used solely for postretirement benefits were transferred to a trust that funds both active and retiree benefits (the "healthcare trust"). At December 31, 2012, there were no U.S. or non-U.S. postretirement assets.

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2011:

	U.S. Pension and Postretirement Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	193.3	$	193.3
International equity	—		64.4		64.4
Emerging markets	—		42.7		42.7
	—		300.4		300.4
Fixed Income Securities:
Corporate bonds	—		180.7		180.7
Government securities	—		53.3		53.3
	—		234.0		234.0
Cash	1.6		—		1.6
Total	$	1.6	$	534.4	$	536.0

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	104.4	$	—	$	104.4
International equity	14.7		206.2		—		220.9
	14.7		310.6		—		325.3
Fixed Income Securities:
Corporate bonds	—		64.3		—		64.3
Government securities	—		103.4		—		103.4
Other	—		7.9		—		7.9
	—		175.6		—		175.6
Other:
Cash	19.6		—		—		19.6
Real estate	—		—		14.6		14.6
Other	—		—		1.3		1.3
	19.6		—		15.9		35.5
Total	$	34.3	$	486.2	$	15.9	$	536.4

At December 31, 2011, there were no non-U.S. postretirement assets.

A reconciliation of the beginning and ending balances for our Level 3 investments is provided in the table below:

	Amount
Balance as of January 1, 2011	$	15.4
Actual return on plan assets held	.4
Foreign currency changes	.1
Balance as of December 31, 2011	15.9
Actual return on plan assets held	(2.6		)
Foreign currency changes	.2
Balance as of December 31, 2012	$	13.5

Investments in equity securities classified as Level 1 in the fair value hierarchy are valued at quoted market prices. Investments in equity securities classified as Level 2 in the fair value hierarchy include collective funds that are valued at quoted market prices for non-active securities. Fixed income securities are based on broker quotes for non-active securities. Mutual funds are valued at quoted market prices. Real estate is valued by reference to investment and leasing transactions at similar types of property, supplemented by third party appraisals.

The overall objective of our U.S. pension plan is to provide the means to pay benefits to participants and their beneficiaries in the amounts and at the times called for by the plan. This is expected to be achieved through the investment of our contributions and other trust assets and by utilizing investment policies designed to achieve adequate funding over a reasonable period of time.

Pension trust assets are invested so as to achieve a return on investment, based on levels of liquidity and investment risk that are prudent and reasonable as circumstances change from time to time. While we recognize the importance of the preservation of capital, we also adhere to the theory of capital market pricing which maintains that varying degrees of investment risk should be rewarded with compensating returns. Consequently, prudent risk-taking is justifiable.

The asset allocation decision includes consideration of the non-investment aspects of the Avon Products, Inc. Personal Retirement Account Plan, including future retirements, lump-sum elections, growth in the number of participants, company contributions, and cash flow. These characteristics of the plan place certain demands upon the level, risk, and required growth of trust assets. We regularly conduct analyses of the plan’s current and likely future financial status by forecasting assets, liabilities, benefits and company contributions over time. In so doing, the impact of alternative investment policies upon the plan’s financial status is measured and an asset mix which balances asset returns and risk is selected.

Our decision with regard to asset mix is reviewed periodically. Asset mix guidelines include target allocations and permissible ranges for each asset category. Assets are monitored on an ongoing basis and rebalanced as required to maintain an asset mix within the permissible ranges. The guidelines will change from time to time, based on an ongoing evaluation of the plan’s tolerance of investment risk.

Cash flows

We expect to make contributions in the range of $55 to $60 to our U.S. pension and postretirement plans and in the range of $40 to $45 to our international pension and postretirement plans during 2013.

Total benefit payments expected to be paid from the plans are as follows:

	Pension Benefits
	U.S. Plans		Non-U.S. Plans		Total		Postretirement Benefits
2013	$	92.8	$	38.3	$	131.1	$	9.4
2014	61.5		39.7		101.2		9.4
2015	58.1		40.4		98.5		9.5
2016	56.3		42.9		99.2		9.5
2017	55.3		44.0		99.3		9.4
2018 - 2022	261.5		268.3		529.8		43.9

Postretirement Benefits

For 2012, the assumed rate of future increases in the per capita cost of health care benefits (the health care cost trend rate) was 9.7% for all claims and is assumed to gradually decrease each year thereafter to 5.1% in 2017 and beyond for our U.S. plan. A one-percentage point change in the assumed health care cost trend rates for all postretirement plans would have the following effects:

	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	.2	$	(.2	)
Effect on postretirement benefit obligation	2.5		(2.3		)

Postemployment Benefits

We provide postemployment benefits, which include salary continuation, severance benefits, disability benefits, continuation of health care benefits and life insurance coverage (through the end of 2012 only) to eligible former employees after employment

but before retirement. The accrued cost for postemployment benefits was $52.2 at December 31, 2012 and $69.5 at December 31, 2011, and was included in employee benefit plans liability.

Supplemental Retirement Programs

We offer a non-qualified deferred compensation plan, the Avon Products, Inc. Deferred Compensation Plan (the "DCP"), for certain higher paid key employees. The DCP is an unfunded, unsecured plan for which obligations are paid to participants out of our general assets. The DCP allows for the deferral of up to 50% of a participant’s base salary, the deferral of up to 100% of incentive compensation bonuses, the deferral of performance restricted stock units for certain employees, and the deferral of contributions that would normally have been made to the PSA but are not deferred because the amount was in excess of U.S. Internal Revenue Code limits on contributions to the PSA. Participants may elect to have their deferred compensation invested in one or more of three investment alternatives. Expense associated with the DCP was $1.7 for 2012, $1.4 for 2011, and $3.3 for 2010. The accrued liability for the DCP was $69.7 at December 31, 2012 and $75.7 at December 31, 2011 and was included in other liabilities.

We maintain supplemental retirement programs consisting of the Supplemental Executive Retirement Plan of Avon Products, Inc. ("SERP") and the Benefit Restoration Pension Plan of Avon Products, Inc. under which non-qualified supplemental pension benefits are paid to higher paid key employees in addition to amounts received under our qualified retirement plan, which is subject to IRS limitations on covered compensation. The annual cost of these programs has been included in the determination of the net periodic benefit cost shown previously and amounted to $8.4 in 2012, $9.8 in 2011 and $10.0 in 2010. The benefit obligation under these programs was $63.9 at December 31, 2012, and $68.4 at December 31, 2011 and was included in employee benefit plans and accrued compensation.

We also maintain a Supplemental Life Plan ("SLIP") under which additional death benefits ranging from $.4 to $2.0 are provided to certain active and retired officers. The SLIP has not been offered to new officers since January 1, 2010.

We established a grantor trust to provide assets that may be used for the benefits payable under the SERP and SLIP. The trust is irrevocable and, although subject to creditors’ claims, assets contributed to the trust can only be used to pay such benefits with certain exceptions. The assets held in the trust are included in other assets and at December 31 consisted of the following:

	2012			2011
Corporate-owned life insurance policies	$	42.7		$	41.9
Cash and cash equivalents	(.1		)	.7
Total	$	42.6		$	42.6

The assets are recorded at fair market value, except for investments in corporate-owned life insurance policies which are recorded at their cash surrender values as of each balance sheet date, which is a proxy of fair value. Changes in the cash surrender value during the period are recorded as a gain or loss in the Consolidated Statements of Income.

XML

Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2012

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Comprehensive income:

Accumulated other comprehensive loss at December 31 consisted of the following:

	2012			2011
Foreign currency translation adjustments	$	(317.6	)	$	(325.0	)
Pension and postretirement adjustment, net of taxes of $257.4 and $252.9	(548.0		)	(515.9		)
Net derivative losses from cash flow hedges, net of taxes of $3.7 and $5.8	(11.1		)	(13.5		)
Total	$	(876.7	)	$	(854.4	)

XML

Segment Information (Depreciation and Amortization) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Total Depreciation and Amortization	$ 229.6	$ 239.6	$ 194.8
Latin America [Member]
Total Depreciation and Amortization	74.3	72.8	54.2
Europe Middle East & Africa [Member]
Total Depreciation and Amortization	47.0	60.3	52.1
North America [Member]
Total Depreciation and Amortization	50.8	60.4	51.4
Asia Pacific [Member]
Total Depreciation and Amortization	21.2	18.6	16.5
Total from operations [Member]
Total Depreciation and Amortization	193.3	212.1	174.2
Global and other [Member]
Total Depreciation and Amortization	$ 36.3	$ 27.5	$ 20.6

XML

Subsequent Events (Details)	1 Months Ended	12 Months Ended
	Jan. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Feb. 13, 2013 VEB	Mar. 31, 2012 USD ($)	Jan. 11, 2010 VEB	Dec. 31, 2012 Private Placement [Member] USD ($)
Subsequent Event [Line Items]
Notional Amount Related to Discontinuation of Interest Rate Fair Value Hedge	$ 1,000,000,000					$ 350,000,000
Interest rate swap termination	88,100,000	43,600,000	0	0
Venezuela foreign currency devaluation					32.00%
Maximum Venezuela currency exchange rate for non essential goods and services							4.30
Maximum Venezuela currency exchange rate					6.30
Notes Payable, Noncurrent								535,000,000
Private Notes prepayment percent		100.00%
Private Notes accrued interest to be paid March 2013		7,000,000
Private Notes Make Whole Premium		$ 65,000,000

XML

Leases and Commitments Leases and Commitments (Notes)

12 Months Ended

Dec. 31, 2012

Leases and Commitments [Abstract]

Commitments Disclosure [Text Block]

Leases and Commitments

Minimum rental commitments under noncancellable operating leases, primarily for equipment and office facilities at December 31, 2012, are included in the following table under leases. Purchase obligations include commitments to purchase paper, inventory and other services.

Year	Leases			Purchase Obligations
2013	$	114.9		$	423.4
2014	94.0			264.5
2015	75.8			171.8
2016	64.7			104.8
2017	41.7			105.4
Later years	148.5			2.2
Sublease rental income	(18.2		)	—
Total	$	521.4		$	1,072.1

Rent expense was $133.3 in 2012, $138.8 in 2011, and $126.1 in 2010. Plant construction, expansion and modernization projects with an estimated cost to complete of approximately $110.6 were in progress at December 31, 2012.

XML

Financial Instruments and Risk Management (Schedule of Fair Value of All Derivative Contracts) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value	$ 6.6	$ 10.4
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value	3.2	16.5
Derivative Asset, Fair Value	99.7	159.2
Derivative Liability, Fair Value	3.2	16.5
Interest Rate Swap Agreements [Member] | Other assets and prepaid expenses and other [Member]
Fair Value Hedge Assets	93.1
Interest Rate Swap Agreements [Member] | Other Liabilities [Member]
Fair Value Hedge Liabilities	0	0
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value		6.0
Interest Rate Swap Agreements [Member] | Other Assets [Member]
Fair Value Hedge Assets		147.6
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value		6.0
Interest Rate Swap Agreements [Member] | Accounts Payable [Member]
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value	1.7
Interest Rate Swap Agreements [Member] | Prepaid Expenses And Other [Member]
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value	1.7
Foreign Exchange Contract [Member] | Accounts Payable [Member]
Fair Value Hedge Liabilities		0
Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value	1.5	10.5
Foreign Exchange Contract [Member] | Prepaid Expenses And Other [Member]
Fair Value Hedge Assets		1.2
Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value	4.9	4.4
Designated as Hedging Instrument [Member]
Derivative Asset, Fair Value	93.1	148.8
Derivative Liability, Fair Value	$ 0	$ 0

XML

Restructuring Initiatives Restructuring Initiatives (Liability for Other Restructuring Initiatives) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
2005 And 2009 Restructuring Programs [Member]
Restructuring Charges	$ 2.3	$ 25.6	$ 64.6
Restructuring Reserve, Settled with Cash	(41.5)	64.1	49.2
Restructuring Reserve, Settled without Cash	1.0	0.3	(1.7)
Restructuring Reserve, Translation Adjustment	(0.3)	(1.6)	(3.5)
Restructuring Reserve	21.0	73.9	135.9	149.0
Other Restructuring Initiatives [Member]
Restructuring Charges	65.4
Restructuring Reserve, Settled with Cash	(34.1)
Restructuring Reserve, Settled without Cash	(1.6)
Restructuring Reserve, Translation Adjustment	(0.3)
Restructuring Reserve	29.4
Contract Termination [Member] | Other Restructuring Initiatives [Member]
Restructuring Charges	12.0
Restructuring Reserve, Settled with Cash	(0.2)
Restructuring Reserve, Settled without Cash	0
Restructuring Reserve, Translation Adjustment	0
Restructuring Reserve	11.8
Employee Related Costs [Member] | Other Restructuring Initiatives [Member]
Restructuring Charges	53.4
Restructuring Reserve, Settled with Cash	33.9
Restructuring Reserve, Settled without Cash	(1.6)
Restructuring Reserve, Translation Adjustment	(0.3)
Restructuring Reserve	$ 17.6

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Cash Flows from Operating Activities
Net (loss) income	$ (38.2)		$ 517.8		$ 609.3
Discontinued operations, net of tax	0		8.6		(14.1)
(Loss) income from continuing operations	(38.2)	[1],[2]	526.4		595.2
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	162.4		174.0		145.2
Amortization	67.2		65.6		49.6
Provision for doubtful accounts	251.1		247.2		215.7
Provision for obsolescence	122.1		128.1		131.1
Share-based compensation	41.1		36.6		57.6
Foreign exchange losses (gains)	(22.2)		12.8		(9.4)
Deferred income taxes	(49.2)		(196.6)		(103.1)
Impairment of goodwill and intangible asset	253.0		263.0		0
Charge for Venezuelan monetary assets and liabilities	0		0		46.1
Other	57.7		39.9		26.6
Changes in assets and liabilities:
Accounts receivable	(241.1)		(241.5)		(280.3)
Inventories	(89.7)		(210.3)		(189.8)
Prepaid expenses and other	58.5		24.6		(4.9)
Accounts payable and accrued liabilities	84.5		(55.7)		76.7
Income and other taxes	(28.7)		(50.7)		(63.2)
Noncurrent assets and liabilities	(72.4)		(107.6)		(4.1)
Net cash provided by operating activities of continuing operations	556.1		655.8		689.0
Cash Flows from Investing Activities
Capital expenditures	(228.8)		(276.7)		(331.2)
Disposal of assets	15.4		17.1		11.9
Acquisitions and other investing activities	0		(13.0)		(785.8)
Proceeds from sale of investments	1.2		33.7		11.3
Purchases of investments	(1.5)		(28.8)		(1.9)
Net cash used by investing activities of continuing operations	(213.7)		(267.7)		(1,095.7)
Cash Flows from Financing Activities
Cash dividends	(329.3)	[3]	(403.4)	[3]	(384.1)	[3]
Debt, net (maturities of three months or less)	(710.5)	[3]	635.7	[3]	(3.6)	[3]
Proceeds from debt	735.8	[3]	88.9	[3]	661.5	[3]
Repayment of debt	(138.3)	[3]	(614.6)	[3]	(53.2)	[3]
Interest rate swap termination	43.6		0		0
Proceeds from exercise of stock options	8.6	[3]	16.8	[3]	23.9	[3]
Excess tax benefit realized from share-based compensation	(2.4)	[3]	(0.2)	[3]	4.3	[3]
Repurchase of common stock	(8.8)	[3]	(7.7)	[3]	(14.1)	[3]
Net cash (used) provided by financing activities of continuing operations	(401.3)	[3]	(284.5)	[3]	234.7	[3]
Cash Flows from Discontinued Operations
Net cash provided by operating activities of discontinued operations	0		0		13.0
Net cash (used) provided by investing activities of discontinued operations	0		(1.2)		61.3
Net cash used by financing activities of discontinued operations	0		0		(0.3)
Net Cash (used) provided by Discontinued Operations	0		(1.2)		74.0
Effect of exchange rate changes on cash and equivalents	23.4		(37.2)		(33.7)
Net change in cash and equivalents	(35.5)		65.2		(131.7)
Cash and equivalents at beginning of year	1,245.1		1,179.9		1,311.6	[4]
Cash and equivalents at end of year	1,209.6		1,245.1		1,179.9
Cash paid for:
Interest, net of amounts capitalized	137.5		137.4		133.4
Income taxes, net of refunds received	$ 331.9		$ 423.8		$ 387.3

[1] Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

[2] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

[3] Non-cash financing activities included the change in fair market value of interest-rate swap agreements of $(8.4) in 2012, $53.2 in 2011, and $66.8 in 2010 (see Note 5, Debt and Other Financing).

[4] Includes cash and cash equivalents of discontinued operations of $13.5 at the beginning of the year in 2010

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net (loss) income	$ (38.2)	$ 517.8	$ 609.3
Other comprehensive (loss) income:
Foreign currency translation adjustments	0.4	(176.1)	59.6
Change in derivative losses on cash flow hedges, net of taxes of $2.1, $2.1, and $2.2	3.9	3.9	4.1
Change in derivative gains on net investment hedge	(1.5)	(2.8)	0
Amortization of actuarial losses, prior service credit, and transition obgligation, net of taxes of $15.8, $14.5, and $12.2	33.9	29.4	25.5
Adjustments of net actuarial losses and prior service cost, net of taxes of $17.8, $46.9, and $5.1	(58.4)	(103.4)	(8.8)
Sale of Avon Japan, net of taxes of $8.1	0	0	10.6
Total other comprehensive (loss) income, net of taxes	(21.7)	(249.0)	91.0
Comprehensive (loss) income	(59.9)	268.8	700.3
Less: comprehensive (loss) income attributable to noncontrolling interests	1.4	(1.3)	(23.9)
Comprehensive (loss) income attributable to Avon	$ (58.5)	$ 267.5	$ 676.4

XML

Income Taxes

12 Months Ended

Dec. 31, 2012

Income Tax Expense (Benefit) [Abstract]

Income Taxes

Income Taxes

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 the Company 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, therefore, recorded an additional provision for income taxes of $168.3 on such earnings. At December 31, 2012, we have a deferred income tax liability of $224.8 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 $158.7 of undistributed earnings of our subsidiary in Venezuela where local regulations restrict cash distributions.

Deferred tax assets (liabilities) resulting from temporary differences in the recognition of income and expense for tax and financial reporting purposes at December 31 consisted of the following:

	2012			2011
Deferred tax assets:
Accrued expenses and reserves	$	273.9		$	261.5
Pension and postretirement benefits	195.6			166.0
Asset revaluations	39.4			39.5
Capitalized expenses	131.8			105.8
Intangible assets	142.3			74.7
Share-based compensation	62.2			54.9
Restructuring initiatives	26.4			18.0
Postemployment benefits	14.0			18.4
Tax loss carryforwards	648.3			576.8
Foreign tax credit carryforwards	356.0			282.1
Minimum tax and business credit carryforwards	47.5			47.0
All other	65.5			66.0
Valuation allowance	(627.4		)	(546.1		)
Total deferred tax assets	1,375.5			1,164.6
Deferred tax liabilities:
Depreciation and amortization	(44.3		)	(48.6		)
Unremitted foreign earnings	(224.8		)	(46.8		)
Prepaid expenses	(10.0		)	(7.9		)
Capitalized interest	(10.2		)	(10.1		)
All other	(18.8		)	(16.5		)
Total deferred tax liabilities	(308.1		)	(129.9		)
Net deferred tax assets	$	1,067.4		$	1,034.7

Deferred tax assets (liabilities) at December 31 were classified as follows:

	2012			2011
Deferred tax assets:
Prepaid expenses and other	$	273.5		$	319.0
Other assets	827.2			759.5
Total deferred tax assets	1,100.7			1,078.5
Deferred tax liabilities:
Income taxes	(6.1		)	(19.3		)
Long-term income taxes	(27.2		)	(24.5		)
Total deferred tax liabilities	(33.3		)	(43.8		)
Net deferred tax assets	$	1,067.4		$	1,034.7

The valuation allowance primarily represents amounts for foreign tax loss carryforwards. The basis used for recognition of deferred tax assets included the profitability of the operations, related deferred tax liabilities and the likelihood of utilizing tax credit carryforwards during the carryover periods. The net increase in the valuation allowance of $81.3 during 2012 was mainly due to several of our foreign entities continuing to incur losses during 2012, thereby increasing the tax loss carryforwards for which a valuation allowance was provided.

Income from continuing operations, before taxes for the years ended December 31 was as follows:

	2012			2011			2010
United States	$	(436.5	)	$	(395.1	)	$	(228.7	)
Foreign	655.1			1,137.7			1,174.1
Total	$	218.6		$	742.6		$	945.4

The provision for income taxes for the years ended December 31 was as follows:

	2012			2011			2010
Federal:
Current	$	38.8		$	41.7		$	40.1
Deferred	(183.9		)	(176.6		)	(117.2		)
	(145.1		)	(134.9		)	(77.1		)
Foreign:
Current	266.0			372.6			409.6
Deferred	144.5			(12.9		)	22.4
	410.5			359.7			432.0
State and other:
Current	1.2			(1.5		)	3.6
Deferred	(9.8		)	(7.1		)	(8.3		)
	(8.6		)	(8.6		)	(4.7		)
Total	$	256.8		$	216.2		$	350.2

The foreign provision for income taxes includes the U.S. tax cost on foreign earnings of $156.8, $24.7 and $24.3 for the years ended December 31, 2012, 2011 and 2010, respectively.

The effective tax rate for the years ended December 31 was as follows:

	2012		2011		2010
Statutory federal rate	35.0	%	35.0	%	35.0	%
State and local taxes, net of federal tax benefit	(2.5	)	(.4	)	(.4	)
Taxes on foreign income, including translation	(3.9	)	(4.4	)	(2.4	)
Audit settlements, statute expirations and amended returns	(4.2	)	(4.3	)	(2.5	)
Additional tax on unremitted prior year foreign earnings	77.0		—		—
Reserves for uncertain tax positions	5.8		1.6		.8
China goodwill impairment	7.0		—		—
Net change in valuation allowances	2.9		.1		(.2	)
Venezuela devaluation and highly inflationary accounting	—		—		6.0
Other	.4		1.5		.7
Effective tax rate	117.5	%	29.1	%	37.0	%

At December 31, 2012, we had tax loss carryforwards of $2,183.7. The loss carryforwards expiring between 2013 and 2032 are $168.3 and the loss carryforwards which do not expire are $2,015.4. We also had minimum tax credit carryforwards of $35.9 which do not expire, business credit carryforwards of $11.6 that will expire between 2020 and 2031, and foreign tax credit carryforwards of $356.0 that will expire between 2018 and 2022.

Uncertain Tax Positions

At December 31, 2012, we had $36.0 of total gross unrecognized tax benefits of which approximately $9.0 would impact the effective tax rate, if recognized.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at December 31, 2009	$	113.4
Additions based on tax positions related to the current year	7.5
Additions for tax positions of prior years	6.4
Reductions for tax positions of prior years	(14.4		)
Reductions due to lapse of statute of limitations	(5.3		)
Reductions due to settlements with tax authorities	(23.3		)
Balance at December 31, 2010	84.3
Additions based on tax positions related to the current year	1.2
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(20.0		)
Reductions due to lapse of statute of limitations	(6.7		)
Reductions due to settlements with tax authorities	(32.1		)
Balance at December 31, 2011	36.0
Additions based on tax positions related to the current year	7.4
Additions for tax positions of prior years	9.3
Reductions for tax positions of prior years	(3.7		)
Reductions due to lapse of statute of limitations	(6.4		)
Reductions due to settlements with tax authorities	(6.6		)
Balance at December 31, 2012	$	36.0

We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes. We had $6.2 at December 31, 2012, and $12.9 at December 31, 2011, accrued for interest and penalties, net of tax benefit. We recorded benefits of $1.1, $3.8, and $4.5 for interest and penalties, net of taxes during 2012, 2011 and 2010, respectively.

We file income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. As of December 31, 2012, the tax years that remained subject to examination by major tax jurisdiction for our most significant subsidiaries were as follows:

Jurisdiction	Open Years
Brazil	2007-2012
China	2007-2012
Mexico	2007-2012
Poland	2007-2012
Russia	2011-2012
United States	2012

We anticipate that it is reasonably possible that the total amount of unrecognized tax benefits could decrease in the range of $15 to $25 within the next 12 months due to the closure of tax years by expiration of the statute of limitations and audit settlements.

XML

Leases and Commitments (Minimum Rental Commitments and Purchase Obligations) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
2013, Leases	$ 114.9
2014, Leases	94.0
2015, Leases	75.8
2016, Leases	64.7
2017, Leases	41.7
Later years, Leases	148.5
Sublease rental income, Leases	(18.2)
Total, Leases	521.4
2013, Purchase Obligations	423.4
2014, Purchase Obligations	264.5
2015, Purchase Obligations	171.8
2016, Purchase Obligations	104.8
2017, Purchase Obligations	105.4
Later years, Purchase Obligations	2.2
Total, Purchase Obligations	$ 1,072.1

XML

Employee Benefit Plans (One-Percentage Point Change for all Postretirement Plans) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Effect on total of service and interest cost components, 1 percentage point increase	$ 0.2
Effect on total of service and interest cost components, 1 percentage point decrease	(0.2)
Effect on postretirement benefit obligation, 1 percentage point increase	2.5
Effect on postretirement benefit obligation, 1 percentage point decrease	$ (2.3)

XML

Employee Benefit Plans (Reconciliation of the Beginning and Ending Balances for Investments) (Details) (Level 3 [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Level 3 [Member]
Beginning balance	$ 15.9	$ 15.4
Actual return on plan assets held	(2.6)	0.4
Foreign currency changes	0.2	0.1
Ending balance	$ 13.5	$ 15.9

XML

Results of Operations by Quarter Results of Operatings by Quarter (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended		3 Months Ended			9 Months Ended	12 Months Ended		3 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2011 Out Of Period Reclassification From Discontinued Operations Impact [Member]	Dec. 31, 2011 Out of Period Reclassification From Continuing Operations Within Year Impact [Member] [Member]	Dec. 31, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]	Sep. 30, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]	Dec. 31, 2012 Out of Period Reclassification From Continuing Operations Impact [Member]	Dec. 31, 2011 Out of Period Reclassification From Continuing Operations Impact [Member]	Mar. 31, 2012 South Africa [Member]	Mar. 31, 2011 Avon Japan [Member]	Mar. 31, 2011 Avon Japan [Member] Out Of Period Reclassification From Discontinued Operations Adjusted [Member]	Mar. 31, 2011 Health Care Business [Member] Out Of Period Reclassification From Discontinued Operations Impact [Member]	Dec. 31, 2011 Brazil [Member] Out of Period Reclassification From Continuing Operations Within Year Impact [Member] [Member]	Jun. 30, 2012 Vendor Liabilities [Member]	Jun. 30, 2012 Poland Brochure [Member]
Release of provision in Venezuela	$ 23.8
Out Of Period Adjustment		13.0	23.0	9.0	25.0	11.0	10.0	1.0	14.0	14.0	13.0	3.0	(4.0)	14.0	(5.0)	4.0
Out of Period Adjustment After Tax		15.0			17.0	7.0	7.0	5.0		10.0				10.0	(3.0)	4.0
Additional provision for income taxes for no longer asserting indefinite reinvestment	$ 168.3

XML

Supplemental Balance Sheet Information (Components of Other Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule Of Other Assets
Deferred tax assets (Note 7)	$ 827.2	$ 759.5
Capitalized software (Note 1)	235.4	176.7
Long-term receivables	174.9	138.3
Interest-rate swap agreements (Notes 8 and 9)	94.8	153.6
Investments	44.5	44.4
Other	31.4	39.2
Other assets	$ 1,408.2	$ 1,311.7

XML

Document and Entity Information Document (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Jan. 31, 2013	Jun. 30, 2012
Entity Information [Line Items]
Entity Registrant Name	AVON PRODUCTS INC
Entity Central Index Key	0000008868
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K/A
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		432,280,018
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 7.0

XML

Financial Instruments and Risk Management

12 Months Ended

Dec. 31, 2012

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Financial Instruments and Risk Management

Financial Instruments and Risk Management

We operate globally, with manufacturing and distribution facilities in various locations around the world. We may reduce our exposure to fluctuations in the fair value and cash flows associated with changes in interest rates and foreign exchange rates by creating offsetting positions through the use of derivative financial instruments. Since we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we expect that any gain or loss in value of the hedge instruments generally would be offset by decreases or increases in the value of the underlying forecasted transactions.

We do not enter into derivative financial instruments for trading or speculative purposes, nor are we a party to leveraged derivatives. The master agreements governing our derivative contracts generally contain standard provisions that could trigger early termination of the contracts in certain circumstances, including if we were to merge with another entity and the creditworthiness of the surviving entity were to be "materially weaker" than that of Avon prior to the merger.

Derivatives are recognized on the balance sheet at their fair values. The following table presents the fair value of derivative instruments outstanding at December 31, 2012:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets/ Prepaid expenses and other	$	93.1	Other liabilities	$	—
Total derivatives designated as hedges		$	93.1		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Prepaid expenses and other	$	1.7	Accounts payable	$	1.7
Foreign exchange forward contracts	Prepaid expenses and other	4.9		Accounts payable	1.5
Total derivatives not designated as hedges		$	6.6		$	3.2
Total derivatives		$	99.7		$	3.2

The following table presents the fair value of derivative instruments outstanding at December 31, 2011:

	Asset			Liability
	Balance  Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets	$	147.6	Other liabilities	$	—
Foreign exchange forward contracts	Prepaid expenses and other	1.2		Accounts payable	—
Total derivatives designated as hedges		$	148.8		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Other assets	$	6.0	Other liabilities	$	6.0
Foreign exchange forward contracts	Prepaid expenses and other	4.4		Accounts payable	10.5
Total derivatives not designated as hedges		$	10.4		$	16.5
Total derivatives		$	159.2		$	16.5

Accounting Policies

Derivatives are recognized on the balance sheet at their fair values. When we become a party to a derivative instrument and intend to apply hedge accounting, we designate the instrument, for financial reporting purposes, as a fair value hedge, a cash flow hedge, or a net investment hedge. The accounting for changes in fair value (gains or losses) of a derivative instrument depends on whether we had designated it and it qualified as part of a hedging relationship and further, on the type of hedging relationship. We apply the following accounting policies:

• 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 not designated as a hedging instrument are recognized in earnings in other expense, net on the Consolidated Statements of Income.

Realized gains and losses on a derivative are reported on the Consolidated Statements of Cash Flows consistent with the underlying hedged item.

For derivatives designated as hedges, we assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Highly effective means that cumulative changes in the fair value of the derivative are between 85% - 125% of the cumulative changes in the fair value of the hedged item. The ineffective portion of a derivative’s gain or loss, if any, is recorded in earnings in other expense, net on the Consolidated Statements of Income. In addition, when we determine that a derivative is not highly effective as a hedge, hedge accounting is discontinued. When it is probable that a hedged forecasted transaction will not occur, we discontinue hedge accounting for the affected portion of the forecasted transaction, and reclassify gains or losses that were accumulated in AOCI to earnings in other expense, net on the Consolidated Statements of Income.

Interest Rate Risk

Our borrowings are subject to interest rate risk. We use interest-rate swap agreements, which effectively convert the fixed rate on long-term debt to a floating interest rate, to manage our interest rate exposure. The agreements are designated as fair value hedges. We held interest-rate swap agreements that effectively converted approximately 62% at December 31, 2012, and 74% at December 31, 2011, of our outstanding long-term, fixed-rate borrowings to a variable interest rate based on LIBOR. Our total exposure to floating interest rates was approximately 69% at December 31, 2012, and 82% at December 31, 2011; however, in January 2013, we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000.

In March 2012, we terminated two of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $350. As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value of our debt was $46.1, which is being amortized as a reduction to interest expense over the remaining term of the underlying debt obligations through March 2019. We incurred termination fees of $2.5 which were recorded in other expense, net. For the year ended December 31, 2012, the net impact of the gain amortization was $4.4. The interest-rate swap agreements were terminated in order to increase our ratio of fixed-rate debt.

At December 31, 2012, we had interest-rate swap agreements designated as fair value hedges of fixed-rate debt, with notional amounts totaling $1,375. Unrealized gains were $93.1 at December 31, 2012, of which $90.3 were included within long-term debt and $2.8 were included within debt maturing within one year. Unrealized gains were $147.6 at December 31, 2011, and were included within long-term debt. During 2012 and 2011, we recorded a net loss of $8.4 and a net gain of $53.2, respectively, in interest expense for these interest-rate swap agreements designated as fair value hedges. The impact on interest expense of these interest-rate swap agreements was offset by an equal and offsetting impact in interest expense on our fixed-rate debt.

At times, we may de-designate the hedging relationship of a receive-fixed/pay-variable interest-rate swap agreement. In these cases, we enter into receive-variable/pay-fixed interest-rate swap agreements that are designated to offset the gain or loss on the de-designated contract. At December 31, 2012, we had interest-rate swap agreements that are not designated as hedges with notional amounts totaling $250. Unrealized losses on these agreements were immaterial at December 31, 2012 and 2011. During 2012, we recorded an immaterial net gain in other expense, net associated with these undesignated interest-rate swap agreements.

There was no hedge ineffectiveness for the years ended December 31, 2012, 2011 and 2010, related to these interest-rate swaps.

During 2007, we entered into treasury lock agreements (the "2007 locks") with notional amounts totaling $500.0 that expired on July 31, 2008. The 2007 locks were designated as cash flow hedges of the anticipated interest payments on $250.0 principal amount of the 2013 Notes and $250.0 principal amount of the 2018 Notes. The losses on the 2007 locks of $38.0 were recorded in AOCI. $19.2 of the losses are being amortized to interest expense over five years and $18.8 are being amortized over ten years.

During 2005, we entered into treasury lock agreements (the "2005 locks") that we designated as cash flow hedges and used to hedge exposure to a possible rise in interest rates prior to the anticipated issuance of ten- and 30-year bonds. In December 2005, we decided that a more appropriate strategy was to issue five-year bonds given our strong cash flow and high level of cash and cash equivalents. As a result of the change in strategy, in December 2005, we de-designated the 2005 locks as hedges and reclassified the gain of $2.5 on the 2005 locks from AOCI to other expense, net. Upon the change in strategy in December 2005, we entered into a treasury lock agreement (the "additional 2005 locks") with a notional amount of $250.0 designated as a cash flow hedge of the $500.0 principal amount of five-year notes payable issued in January 2006. The loss on the additional 2005 locks of $1.9 was recorded in AOCI and has been amortized to interest expense over five years.

During 2003, we entered into treasury lock agreements (the "2003 locks") that we designated as cash flow hedges and used to hedge the exposure to the possible rise in interest rates prior to the issuance of the 4.625% Notes. The loss on the 2003 locks of $2.6 was recorded in AOCI and is being amortized to interest expense over ten years.

As of December 31, 2012, we expect to reclassify $1.7, net of taxes, of net losses on derivative instruments designated as cash flow hedges from AOCI to earnings during the next 12 months.

For the years ended December 31, 2012 and 2011, treasury lock agreements impacted AOCI as follows:

	2012			2011
Net unamortized losses at beginning of year, net of taxes of $5.8 and $7.9	$	(10.7	)	$	(14.6	)
Reclassification of net losses to earnings, net of taxes of $2.1 and $2.1	3.9			3.9
Net unamortized losses at end of year, net of taxes of $3.7 and $5.8	$	(6.8	)	$	(10.7	)

Foreign Currency Risk

At December 31, 2012, the primary currencies for which we had net underlying foreign currency exchange rate exposures were the Argentine peso, Australian dollar, Brazilian real, British pound, Canadian dollar, Chinese renminbi, Colombian peso, the Czech Republic koruna, the euro, Mexican peso, New Zealand dollar, Peruvian new sol, Philippine peso, Polish zloty, Russian ruble, South Africa rand, Turkish lira, Ukrainian hryvnia, and Venezuelan bolívar. We use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At December 31, 2012, we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $315.3 for the euro, British pound, Mexican peso, Peruvian new sol, the Czech Republic koruna, Polish zloty, Romanian leu, and New Zealand dollar.

We use foreign exchange forward contracts to manage foreign currency exposure of intercompany loans. These contracts are not designated as hedges. The change in fair value of these contracts is immediately recognized in earnings and substantially offsets the foreign currency impact recognized in earnings relating to the intercompany loans. During 2012 and 2011, we recorded gains of $7.6 and $8.7, respectively, in other expense, net related to these undesignated foreign exchange forward contracts. Also during 2012 and 2011, we recorded losses of $4.6 and $3.2, respectively, related to the intercompany loans, caused by changes in foreign currency exchange rates.

We also have used foreign exchange forward contracts and foreign currency-denominated debt to hedge the foreign currency exposure related to the net assets of foreign subsidiaries, which were effective as hedges. Gains of $4.3 for 2012 and $2.8 for 2011, and a loss of $3.7 for 2010, related to the effective portions of these hedges were included in foreign currency translation adjustments within AOCI on the Consolidated Balance Sheets. During 2010 a loss of $20.1 was reclassified from AOCI to discontinued operations due to the sale of Avon Japan. During 2011, we identified an out-of-period adjustment relating to balances included in AOCI relating to Avon Japan. See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

Credit Risk of Financial Instruments

We attempt to minimize our credit exposure to counterparties by entering into derivative transactions and similar agreements with major international financial institutions with "A" or higher credit ratings as issued by Standard & Poor’s Corporation. Our foreign currency and interest rate derivatives are comprised of over-the-counter forward contracts, swaps or options with major international financial institutions. Although our theoretical credit risk is the replacement cost at the then estimated fair value of these instruments, we believe that the risk of incurring credit risk losses is remote and that such losses, if any, would not be material.

Non-performance of the counterparties on the balance of all the foreign exchange and interest rate agreements would have resulted in a write-off of $99.7 at December 31, 2012. In addition, in the event of non-performance by such counterparties, we would be exposed to market risk on the underlying items being hedged as a result of changes in foreign exchange and interest rates; however, as mentioned above, in January 2013 we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000. As of the interest-rate swap agreements’ termination date, the aggregate favorable adjustment to the carrying value of our debt was $90.4, which will be amortized as a reduction to interest expense over the remaining term of the underlying debt obligations.

XML

Share-Based Compensation Plans Share-Based Compensation Plans (Schedule of Summary of Performance Restricted Stock Units) (Details) (Performance Restricted Stock Units [Member], USD $)	12 Months Ended
	Dec. 31, 2012
Performance Restricted Stock Units [Member]
Nonvested, beginning balance, restricted stock and units	1,021,000	[1]
Granted, restricted stock and units	1,998,000
Vested, restricted stock and units	0
Forfeited, restricted stock and units	(110,000)
Nonvested, ending balance, restricted stock and units	2,909,000	[1]
Nonvested, beginning balance, weighted-average grant- date fair value	$ 27.72
Granted, weighted-average grant-date fair value	$ 19.45
Vested, weighted-average grant-date fair value	$ 0
Forfeited, weighted average grant-date fair value	$ 23.80
Nonvested, ending balance, weighted-average grant-date fair value	$ 22.19

[1] (1) Based on target payout

XML

Employee Benefit Plans (Fair Value Hierarchy for Pension and Postretirement Assets) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Level 3 [Member]
Fair value of plan assets	$ 13.5	$ 15.9	$ 15.4
U.S. Pension and Postretirement Plans [Member]
Fair value of plan assets		536.0
U.S. Pension and Postretirement Plans [Member] | Domestic Equity [Member]
Fair value of plan assets		193.3
U.S. Pension and Postretirement Plans [Member] | International Equity [Member]
Fair value of plan assets		64.4
U.S. Pension and Postretirement Plans [Member] | Emerging Markets [Member]
Fair value of plan assets		42.7
U.S. Pension and Postretirement Plans [Member] | Total Equity Securities [Member]
Fair value of plan assets		300.4
U.S. Pension and Postretirement Plans [Member] | Corporate Bonds [Member]
Fair value of plan assets		180.7
U.S. Pension and Postretirement Plans [Member] | Government Securities [Member]
Fair value of plan assets		53.3
U.S. Pension and Postretirement Plans [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets		234.0
U.S. Pension and Postretirement Plans [Member] | Cash [Member]
Fair value of plan assets		1.6
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member]
Fair value of plan assets		1.6
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Domestic Equity [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | International Equity [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Emerging Markets [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Total Equity Securities [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Corporate Bonds [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Government Securities [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets		0
U.S. Pension and Postretirement Plans [Member] | Level 1 [Member] | Cash [Member]
Fair value of plan assets		1.6
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member]
Fair value of plan assets		534.4
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Domestic Equity [Member]
Fair value of plan assets		193.3
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | International Equity [Member]
Fair value of plan assets		64.4
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Emerging Markets [Member]
Fair value of plan assets		42.7
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Total Equity Securities [Member]
Fair value of plan assets		300.4
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Corporate Bonds [Member]
Fair value of plan assets		180.7
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Government Securities [Member]
Fair value of plan assets		53.3
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets		234.0
U.S. Pension and Postretirement Plans [Member] | Level 2 [Member] | Cash [Member]
Fair value of plan assets		0
Pension Benefits U.S. Plans [Member]
Fair value of plan assets	529.2	493.4	451.7
Pension Benefits U.S. Plans [Member] | Domestic Equity [Member]
Fair value of plan assets	186.4
Pension Benefits U.S. Plans [Member] | International Equity [Member]
Fair value of plan assets	71.0
Pension Benefits U.S. Plans [Member] | Emerging Markets [Member]
Fair value of plan assets	50.5
Pension Benefits U.S. Plans [Member] | Total Equity Securities [Member]
Fair value of plan assets	307.9
Pension Benefits U.S. Plans [Member] | Corporate Bonds [Member]
Fair value of plan assets	148.0
Pension Benefits U.S. Plans [Member] | Government Securities [Member]
Fair value of plan assets	72.2
Pension Benefits U.S. Plans [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	220.2
Pension Benefits U.S. Plans [Member] | Cash [Member]
Fair value of plan assets	1.1
Pension Benefits U.S. Plans [Member] | Level 1 [Member]
Fair value of plan assets	1.1
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Domestic Equity [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | International Equity [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Emerging Markets [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Total Equity Securities [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Corporate Bonds [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Government Securities [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	0
Pension Benefits U.S. Plans [Member] | Level 1 [Member] | Cash [Member]
Fair value of plan assets	1.1
Pension Benefits U.S. Plans [Member] | Level 2 [Member]
Fair value of plan assets	528.1
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Domestic Equity [Member]
Fair value of plan assets	186.4
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | International Equity [Member]
Fair value of plan assets	71.0
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Emerging Markets [Member]
Fair value of plan assets	50.5
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Total Equity Securities [Member]
Fair value of plan assets	307.9
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Corporate Bonds [Member]
Fair value of plan assets	148.0
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Government Securities [Member]
Fair value of plan assets	72.2
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	220.2
Pension Benefits U.S. Plans [Member] | Level 2 [Member] | Cash [Member]
Fair value of plan assets	0
Pension Benefits Non-U.S. Plans [Member]
Fair value of plan assets	609.3	536.4	540.6
Pension Benefits Non-U.S. Plans [Member] | Domestic Equity [Member]
Fair value of plan assets	71.3	104.4
Pension Benefits Non-U.S. Plans [Member] | International Equity [Member]
Fair value of plan assets	297.4	220.9
Pension Benefits Non-U.S. Plans [Member] | Total Equity Securities [Member]
Fair value of plan assets	368.7	325.3
Pension Benefits Non-U.S. Plans [Member] | Corporate Bonds [Member]
Fair value of plan assets	85.9	64.3
Pension Benefits Non-U.S. Plans [Member] | Government Securities [Member]
Fair value of plan assets	113.3	103.4
Pension Benefits Non-U.S. Plans [Member] | Other Fixed Income Securities [Member]
Fair value of plan assets	11.5	7.9
Pension Benefits Non-U.S. Plans [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	210.7	175.6
Pension Benefits Non-U.S. Plans [Member] | Cash [Member]
Fair value of plan assets	16.4	19.6
Pension Benefits Non-U.S. Plans [Member] | Real Estate [Member]
Fair value of plan assets	13.1	14.6
Pension Benefits Non-U.S. Plans [Member] | Other [Member]
Fair value of plan assets	0.4	1.3
Pension Benefits Non-U.S. Plans [Member] | Total Other Securities [Member]
Fair value of plan assets	29.9	35.5
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member]
Fair value of plan assets	16.4	34.3
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Domestic Equity [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | International Equity [Member]
Fair value of plan assets	0	14.7
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Total Equity Securities [Member]
Fair value of plan assets	0	14.7
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Corporate Bonds [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Government Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Other Fixed Income Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Cash [Member]
Fair value of plan assets	16.4	19.6
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Real Estate [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Other [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 1 [Member] | Total Other Securities [Member]
Fair value of plan assets	16.4	19.6
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member]
Fair value of plan assets	579.4	486.2
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Domestic Equity [Member]
Fair value of plan assets	71.3	104.4
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | International Equity [Member]
Fair value of plan assets	297.4	206.2
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Total Equity Securities [Member]
Fair value of plan assets	368.7	310.6
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Corporate Bonds [Member]
Fair value of plan assets	85.9	64.3
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Government Securities [Member]
Fair value of plan assets	113.3	103.4
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Other Fixed Income Securities [Member]
Fair value of plan assets	11.5	7.9
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	210.7	175.6
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Cash [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Real Estate [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Other [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 2 [Member] | Total Other Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member]
Fair value of plan assets	13.5	15.9
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Domestic Equity [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | International Equity [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Total Equity Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Corporate Bonds [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Government Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Other Fixed Income Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Total Fixed Income Securities [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Cash [Member]
Fair value of plan assets	0	0
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Real Estate [Member]
Fair value of plan assets	13.1	14.6
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Other [Member]
Fair value of plan assets	0.4	1.3
Pension Benefits Non-U.S. Plans [Member] | Level 3 [Member] | Total Other Securities [Member]
Fair value of plan assets	$ 13.5	$ 15.9

XML

Consolidated Statements of Comprehensive Income Parenthetical (Parentheticals) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net derivative losses on cash flow hedges, net of taxes	$ 2.1	$ 2.1	$ 2.2
Amortization of net actuarial losses, prior service cost, and transition obligation, net of taxes	15.8	14.5	12.2
Adjustments of net actuarial losses and prior service cost, net of taxes	17.8	46.9	5.1
Sale of Avon Japan, net of taxes	$ 0	$ 0	$ 8.1

XML

New Accounting Standards

12 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

New Accounting Standards

Standards Implemented

In May 2011, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards Update (”ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 provides a consistent definition of fair value and ensures that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. ASU 2011-04 is effective for Avon as of January 1, 2012 and did not have a significant impact on our financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. ASU 2011-05 requires entities to present items of net income and other comprehensive income either in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. In addition, in December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12defers the requirement to present components of reclassifications of comprehensive income on the statement of comprehensive income, with all other requirements of ASU 2011-05 unaffected. Both ASU 2011-05 and 2011-12 are effective as of January 1, 2012 for Avon and did not have a significant impact on our financial statements, other than presentation.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment. ASU 2011-08 provides entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. ASU 2011-08 is effective for annual and interim goodwill impairment tests for Avon as of January 1, 2012 and did not have a significant impact on our financial statements.

In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. ASU 2012-02 provides entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. We elected to early adopt ASU 2012-02 in the fourth quarter of 2012 and this did not have a significant impact on our financial statements.

XML

Description of the Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Description Of The Business And Summary Of Significant Accounting Policies

Description of the Business and Summary of Significant Accounting Policies

Description of the Business and Summary of Significant Accounting Policies

Business

When used in these notes, the terms "Avon," "Company," "we," "our" or "us" mean Avon Products, Inc.

We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in one channel, direct selling. Our reportable segments are based on geographic operations in four regions: Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. We have centralized operations for Global Brand Marketing and Global Sales, and also have regional operations for marketing, sales, and supply chain. Our product categories are Beauty, Fashion and Home. Beauty consists of color cosmetics, fragrances, skin care and personal care. Fashion consists of jewelry, watches, apparel, footwear, accessories and children’s products. Home consists of gift and decorative products, housewares, entertainment and leisure products, children's products and nutritional products. Sales are made to the ultimate consumer principally by independent Representatives.

Principles of Consolidation

The consolidated financial statements include the accounts of Avon and our majority and wholly-owned subsidiaries. Intercompany balances and transactions are eliminated.

Use of Estimates

We prepare our consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America, or GAAP. In preparing these statements, we are required to use estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. On an ongoing basis, we review our estimates, including those related to restructuring reserves, allowances for doubtful accounts receivable, allowances for sales returns, provisions for inventory obsolescence, income taxes and tax valuation reserves, share-based compensation, loss contingencies, the determination of discount rate and other actuarial assumptions for pension, postretirement and postemployment benefit expenses and the valuation of goodwill, intangible assets and contingent consideration.

Foreign Currency

Financial statements of foreign subsidiaries operating in other than highly inflationary economies are translated at year-end exchange rates for assets and liabilities and average exchange rates during the year for income and expense accounts. The resulting translation adjustments are recorded within accumulated other comprehensive loss ("AOCI"). Gains or losses resulting from the impact of changes in foreign currency rates on assets and liabilities denominated in a currency other than the functional currency are recorded in "Other expense, net".

For financial statements of Avon subsidiaries operating in highly inflationary economies, the U.S. dollar is required to be used as the functional currency. Highly inflationary accounting requires monetary assets and liabilities, such as cash, receivables and payables, to be remeasured into U.S. dollars at the current exchange rate at the end of each period with the impact of any changes in exchange rates being recorded in income. We record the impact of changes in exchange rates on monetary assets and liabilities in "Other expense, net". Similarly, deferred tax assets and liabilities are remeasured into U.S. dollars at the current exchange rates; however, the impact of changes in exchange rates is recorded in "Income taxes" in the Consolidated Statement of Income. Nonmonetary assets and liabilities, such as inventory, property, plant and equipment and prepaid expenses are recorded in U.S. dollars at the historical rates at the time of acquisition of such assets or liabilities.

Venezuela Currency

Effective January 1, 2010, we began to account for Venezuela as a highly inflationary economy. Effective January 11, 2010, the Venezuelan government devalued its currency and moved to a two-tier exchange structure. The official exchange rate moved from 2.15 to 2.60 for essential goods and to 4.30 for nonessential goods and services. Effective December 30, 2010, the Venezuelan government eliminated the 2.60 rate which had been available for the import of essential goods. Substantially all of the imports of our subsidiary in Venezuela ("Avon Venezuela") were classified as nonessential.

We used the official rate of 4.30 to remeasure our Bolívar denominated assets and liabilities into U.S. dollars at the reporting date, since this is the rate expected to be available for dividend remittances. We record a loss within operating profit when we believe we are going to convert these Bolívar denominated assets or settle our U.S. dollar denominated liabilities from sources where the exchange rate is less favorable than the official rate.

As a result of the change in the official rate to 4.30 in conjunction with accounting for our operations in Venezuela under highly inflationary accounting guidelines, during the first quarter of 2010, we recorded net charges of $46.1 in "Other expense, net" and $12.7 in "Income taxes".

Effective February 13, 2013, the Venezuelan government devalued its currency by approximately 32%. The official exchange rate moved from 4.30 to 6.30 and the regulated SITME market has been eliminated.

Revenue Recognition

Net sales primarily include sales generated as a result of Representative orders less any discounts, taxes and other deductions. We recognize revenue upon delivery, when both title and the risks and rewards of ownership pass to the independent Representatives, who are our customers. Our internal financial systems accumulate revenues as orders are shipped to the Representative. Since we report revenue upon delivery, revenues recorded in the financial system must be reduced for an estimate of the financial impact of those orders shipped but not delivered at the end of each reporting period. We use estimates in determining the adjustments to revenue and operating profit for orders that have been shipped but not delivered as of the end of the period. These estimates are based on daily sales levels, delivery lead times, gross margin and variable expenses. We also estimate an allowance for sales returns based on historical experience with product returns. In addition, we estimate an allowance for doubtful accounts receivable based on an analysis of historical data and current circumstances.

Other Revenue

Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

Cash and Cash Equivalents

Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash equivalents are generally high-quality, short-term money market instruments with an original maturity of three months or less and consist of time deposits with a number of U.S. and non-U.S. commercial banks and money market fund investments.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. We assign a degree of obsolescence risk to products based on this classification to determine the level of obsolescence provision.

Prepaid Brochure Costs

Costs to prepare brochures are initially deferred to prepaid expenses and other and are expensed to selling, general, and administrative expenses over the campaign length. In addition, fees charged to Representatives for brochures are initially deferred and presented as a reduction to prepaid expenses and other and are recorded as a reduction to selling, general, and administrative expenses over the campaign length. The campaign length is typically two weeks in the U.S. and two to four weeks for most markets outside the U.S.

Brochure costs and associated fees presented as prepaid expenses and other were $45.7 at December 31, 2012 and $45.8 at December 31, 2011. Additionally, paper stock is purchased in advance of creating the brochures. Prepaid expenses and other include paper supply of $13.5 at December 31, 2012, and $25.3 at December 31, 2011.

Brochure costs expensed to selling, general and administrative expenses amounted to $509.3 in 2012, $507.7 in 2011, and $472.7 in 2010. The fees charged to Representatives recorded as a reduction to selling, general and administrative expenses amounted to $286.7 in 2012, $293.5 in 2011, and $291.0 in 2010.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated using a straight-line method over the estimated useful lives of the assets. The estimated useful lives generally are as follows: buildings, 45 years; land improvements, 20 years; machinery and equipment, 15 years; and office equipment, five to ten years. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the asset. Upon disposal of property, plant and equipment, the cost of the assets and the related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings. Costs associated with repair and maintenance activities are expensed as incurred. We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

We capitalize interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the cost of the related asset and depreciated over the useful life of the related asset. We capitalized interest of $2.0 for 2012, $.4 for 2011, and $5.3 for 2010.

Capitalized Software

Certain systems development costs related to the purchase, development and installation of computer software are capitalized and amortized over the estimated useful life of the related project, generally not to exceed five years. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. Other assets included unamortized capitalized software costs of $235.4 at December 31, 2012 and $176.7 at December 31, 2011.

Goodwill and Intangible Assets

Goodwill is not amortized and is assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred, at the reporting unit level. A reporting unit is the operating segment, or a component, which is one level below that operating segment. Components are aggregated as a single reporting unit if they have similar economic characteristics. When testing goodwill for impairment, we perform either a qualitative or quantitative assessment for each of our reporting units. Factors considered in the qualitative analysis include macroeconomic conditions, industry and market considerations, cost factors and overall financial performance specific to the reporting unit. If the qualitative analysis results in a more likely than not probability of impairment, the first quantitative step, as described below, is required.

The quantitative test to evaluate goodwill for impairment is a two-step process. In the first step, we compare the fair value of a reporting unit to its carrying value. If the fair value of a reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit’s goodwill. The second step of the impairment analysis requires a valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of the purchase price in a business combination. If the resulting implied fair value of the reporting unit’s goodwill is less than its carrying value, that difference represents an impairment. The impairment analysis performed for goodwill requires several estimates in computing the estimated fair value of a reporting unit. We use a discounted cash flow ("DCF") approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of this business, and is most consistent with the approach a marketplace participant would use.

Indefinite-lived intangible assets are not amortized, but rather are assessed for impairment annually during the fourth quarter or on the occurrence of an event that indicates impairment may have occurred. When testing indefinite-lived intangible assets for impairment, we perform either a qualitative or quantitative assessment. If the qualitative analysis results in a more likely than not probability of impairment, a quantitative assessment is required. The quantitative test to evaluate indefinite-lived intangible assets for impairment compares the fair value of the intangible asset to its carrying value. If the fair value of the asset is less than its carrying value, that difference represents an impairment. The impairment analysis performed for indefinite-lived intangible asset requires several estimates in computing the estimated fair value of the asset. We use a risk-adjusted DCF model under the relief-from-royalty method.

Finite-lived intangible assets are amortized using a straight-line method over the estimated useful lives of the assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. If such a change in circumstances occurs, the related estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are compared to the carrying amount. If the sum of the expected cash flows is less than the carrying amount, an impairment charge is recorded. The impairment charge is measured as the amount by which the carrying amount exceeds the fair value of the asset. The fair value of the asset is determined using probability weighted expected cash flow estimates, quoted market prices when available and appraisals, as appropriate.

If applicable, the impairment testing should be performed in the following order: indefinite-lived intangible assets, finite-lived intangible assets, and then goodwill.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2012 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value and the finite-lived intangible assets were not recoverable. Accordingly, a non-cash impairment charge of $209.0 was recorded in the fourth quarter of 2012 to reduce the carrying amounts of goodwill, an indefinite-lived intangible asset, and a finite-lived intangible asset to their respective estimated fair value.

Based on the continued decline in revenue performance in China during the third quarter of 2012 and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time. As a result of our impairment testing, we recorded a non-cash impairment charge of $44.0 in the third quarter of 2012 to reduce the carrying amount of goodwill for China to its estimated fair value.

We completed our annual goodwill and indefinite-lived intangible assets impairment assessments for 2011 during the year-end close process and our analysis of the Silpada business indicated an impairment as the carrying value of the business exceeded the estimated fair value. Accordingly, a non-cash impairment charge of $263.0 was recorded in the fourth quarter of 2011 to reduce the carrying amounts of goodwill and an indefinite-lived intangible asset.

See Note 17, Goodwill and Intangible Assets.

Financial Instruments

We use derivative financial instruments, including interest-rate swap agreements and forward foreign currency contracts to manage interest rate and foreign currency exposures. We record all derivative instruments at their fair values on the Consolidated Balance Sheets as either assets or liabilities. See Note 8, Financial Instruments and Risk Management.

Deferred Income Taxes

Deferred income taxes have been provided on items recognized for financial reporting purposes in different periods than for income tax purposes using tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will not be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences become deductible or before our net operating loss and tax credit carryforwards expire. Deferred taxes are not provided on the portion of unremitted earnings of subsidiaries outside of the U.S. when management concludes that these earnings are indefinitely reinvested. Deferred taxes are provided on earnings not considered indefinitely reinvested. 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 the Company 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, therefore, recorded an additional provision for income taxes on such earnings. See Note 7, Income Taxes.

Uncertain Tax Positions

We recognize the benefit of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include costs associated with selling; marketing; and distribution activities, including shipping and handling costs; advertising; net brochure costs; research and development; information technology; and other administrative costs, including finance, legal and human resource functions.

Shipping and Handling

Shipping and handling costs are expensed as incurred and amounted to $1,030.3 in 2012, $1,071.7 in 2011 and $968.8 in 2010.

Advertising

Advertising costs, excluding brochure preparation costs, are expensed as incurred and amounted to $253.6 in 2012, $311.2 in 2011 and $400.4 in 2010.

Research and Development

Research and development costs are expensed as incurred and amounted to $75.2 in 2012, $77.7 in 2011 and $72.6 in 2010. Research and development costs include all costs related to the design and development of new products such as salaries and benefits, supplies and materials and facilities costs.

Share-based Compensation

All share-based payments to employees are recognized in the financial statements based on their fair value using an option-pricing model at the date of grant. We use a Black-Scholes-Merton option-pricing model to calculate the fair value of options.

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. 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.

Pension and Postretirement Expense

Pension and postretirement expense is determined based on a number of actuarial assumptions, which are reviewed and determined on an annual basis. These assumptions include discount rates, hybrid plan maximum interest crediting rates and expected return on plan assets, 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. We are required, among other things, to recognize the funded status of pension and other postretirement benefit plans on the balance sheet. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The recognition of prior service costs or credits and net actuarial gains or losses, as well as subsequent changes in the funded status, are recognized as components of accumulated other comprehensive income, net of tax, in shareholders’ equity, until they are amortized as a component of net periodic benefit cost. We recognize prior service costs or credits and actuarial gains and losses beyond a 10% corridor to earnings based on the estimated future service period of the participants. The determination of the 10% corridor utilizes a calculated value of plan assets for our more significant plans, whereby gains and losses are smoothed over three- and five-year periods. We use a December 31 measurement date for all of our employee benefit plans.

Contingencies

We determine whether to disclose and/or accrue for loss contingencies based on an assessment of whether the risk of loss is remote, reasonably possible or probable. We record loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable.

Out-of-Period Items

During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. We evaluated the total out-of-period adjustments impacting 2012 of approximately $13 before tax ($15 after tax), both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

During the first quarter of 2011, we determined that the net after-tax gain on sale of Avon Products Company Limited ("Avon Japan"), reported in our financial statements for the year ended December 31, 2010, should have been reported as a net after-tax loss of approximately $3, to correctly include all balances relating to Avon Japan that were previously included in AOCI. In addition, in the first quarter of 2011 the Company released a liability relating to a previously owned health care business, which should have been released in a prior period, resulting in an approximate $4 increase in net income. The results of these businesses were originally reported within discontinued operations upon disposition. The net impact of these two items decreased net income for the first quarter of 2011 by approximately $9. We also identified and recorded other various out-of-period adjustments during 2011 (primarily related to cost of sales and selling, general and administrative expenses) that related to prior years. The net impact of these other items decreased net income for 2011 by approximately $14. We evaluated the total out-of-period adjustments impacting 2011 of approximately $23, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

See Note 19, Results of Operations by Quarter (Unaudited), for discussion of these and other out-of-period adjustments within 2012 and 2011 and their impact on the interim periods.

(Loss) Earnings per Share

We compute (loss) earnings per share ("EPS") using the two-class method, which is a (loss) earnings allocation formula that determines (loss) earnings per share for common stock and participating securities. Our participating securities are our grants of restricted stock and restricted stock units, which contain non-forfeitable rights to dividend equivalents. We compute basic EPS by dividing net income allocated to common shareholders by the weighted-average number of shares outstanding during the year. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the year.

For each of the three years ended December 31, the components of basic and diluted EPS were as follows:

(Shares in millions)	2012			2011			2010
Numerator from continuing operations
(Loss) income from continuing operations less amounts attributable to noncontrolling interests	$	(42.5	)	$	522.2		$	590.9
Less: Loss (earnings) allocated to participating securities	.3			(4.6		)	(4.8		)
(Loss) income from continuing operations allocated to common shareholders	(42.2		)	517.6			586.1
Numerator from discontinued operations
(Loss) income from discontinued operations plus/less amounts attributable to noncontrolling interests	$	—		$	(8.6	)	$	15.4
Less: Earnings allocated to participating securities	—			(.9		)	(.4		)
(Loss) income allocated to common shareholders	—			(9.5		)	15.0
Numerator attributable to Avon
(Loss) income attributable to Avon less amounts attributable to noncontrolling interests	$	(42.5	)	$	513.6		$	606.3
Less: Loss (earnings) allocated to participating securities	.3			(5.5		)	(5.2		)
(Loss) income allocated to common shareholders	(42.2		)	508.1			601.1
Denominator:
Basic EPS weighted-average shares outstanding	431.9			430.5			428.8
Diluted effect of assumed conversion of stock options	—			1.6			2.6
Diluted EPS adjusted weighted-average shares outstanding	431.9			432.1			431.4
(Loss) Earnings per Common Share from continuing operations:
Basic	$	(.10	)	$	1.20		$	1.37
Diluted	$	(.10	)	$	1.20		$	1.36
(Loss) Earnings per Common Share from discontinued operations:
Basic	$	—		$	(.02	)	$	.04
Diluted	$	—		$	(.02	)	$	.03
(Loss) Earnings per Common Share attributable to Avon:
Basic	$	(.10	)	$	1.18		$	1.40
Diluted	$	(.10	)	$	1.18		$	1.39

We did not include stock options to purchase 22.0 million shares for the year ended December 31, 2012, 22.9 million shares for 2011, and 18.5 million shares for 2010 of Avon common stock in the calculations of diluted EPS because the exercise prices of those options were greater than the average market price and their inclusion would be anti-dilutive. We also did not include stock options to purchase .6 million shares for the year ended December 31, 2012, as we had a net loss attributable to Avon and the inclusion of these shares would decrease the net loss per share. Since this would be anti-dilutive, such shares are excluded from the calculation.

XML

Segment Information

12 Months Ended

Dec. 31, 2012

Segment Reporting, Measurement Disclosures [Abstract]

Segment Information

Segment Information

Our reportable segments are based on geographic operations and include commercial business units in Latin America; Europe, Middle East & Africa; North America; and Asia Pacific. The segments have similar business characteristics and each offers similar products through similar customer access methods.

In conjunction with organizational changes, effective in the second quarter of 2012, the results of Central & Eastern Europe and Western Europe, Middle East & Africa were managed as a single operating segment. Accordingly, Europe, Middle East & Africa amounts include the results of Central & Eastern Europe and Western Europe, Middle East & Africa for all periods presented. 

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 Dominican Republic is included in Latin America and excluded from North America for all periods presented.

Global and other expenses include, among other things, costs related to our executive and administrative offices, information technology, research and development, marketing and professional and related fees associated with the Foreign Corrupt Practices Act ("FCPA") investigations and compliance reviews. We allocate certain planned global expenses to our business segments primarily based on planned revenue. The unallocated costs remain as Global and other expenses. We do not allocate to our segments costs of implementing restructuring initiatives related to our global functions or professional and related fees associated with the FCPA investigations and compliance reviews. Costs of implementing restructuring initiatives related to a specific segment are recorded within that segment.

The accounting policies of the segments are the same as those described in Note 1, Description of the Business and Summary of Significant Accounting Policies. We evaluate the performance of our segments based on revenues and operating profits or losses. Segment revenues primarily reflect direct sales of products to Representatives based on the Representative’s geographic location. Intersegment sales and transfers are not significant. Each segment records direct expenses related to its employees and its operations.

Summarized financial information concerning our reportable segments as of December 31 is shown in the following tables:

Total Revenue & Operating Profit (Loss)
	2012					2011					2010
	Total Revenue		Operating Profit  (Loss)			Total Revenue		Operating Profit (Loss)			Total Revenue		Operating Profit
Latin America	$	4,993.7	$	443.9		$	5,161.8	$	634.0		$	4,640.0	$	613.3
Europe, Middle East & Africa	2,914.2		312.8			3,122.8		478.9			3,047.9		474.3
North America	1,906.8		(214.9		)	2,064.6		(188.0		)	2,193.5		147.3
Asia Pacific	902.4		5.1			942.4		81.4			981.4		82.6
Total from operations	10,717.1		546.9			11,291.6		1,006.3			10,862.8		1,317.5
Global and other	—		(232.1		)	—		(151.7		)	—		(244.4		)
Total	$	10,717.1	$	314.8		$	11,291.6	$	854.6		$	10,862.8	$	1,073.1

Total Assets
	2012		2011		2010
Latin America	$	2,713.3	$	2,766.4	$	2,778.6
Europe, Middle East & Africa	1,380.2		1,516.2		1,601.2
North America	969.4		1,185.7		1,457.0
Asia Pacific	537.7		628.8		630.6
Total from operations	5,600.6		6,097.1		6,467.4
Global and other	1,781.9		1,637.9		1,406.3
Total assets	$	7,382.5	$	7,735.0	$	7,873.7

Capital Expenditures
	2012		2011		2010
Latin America	$	99.0	$	117.1	$	200.5
Europe, Middle East & Africa	27.1		51.2		54.6
North America	8.9		12.5		18.5
Asia Pacific	4.6		16.0		18.9
Total from operations	139.6		196.8		292.5
Global and other	89.2		79.9		38.7
Total capital expenditures	$	228.8	$	276.7	$	331.2

Depreciation and Amortization
	2012		2011		2010
Latin America	$	74.3	$	72.8	$	54.2
Europe, Middle East & Africa	47.0		60.3		52.1
North America	50.8		60.4		51.4
Asia Pacific	21.2		18.6		16.5
Total from operations	193.3		212.1		174.2
Global and other	36.3		27.5		20.6
Total depreciation and amortization	$	229.6	$	239.6	$	194.8

Total Revenue by Major Country
	2012		2011		2010
Brazil	$	2,041.7	$	2,316.3	$	2,182.8
U.S.	1,588.8		1,719.7		1,828.6
All other	7,086.6		7,255.6		6,851.4
Total	$	10,717.1	$	11,291.6	$	10,862.8

A major country is defined as one with total revenues greater than 10% of consolidated total revenues.

Long-Lived Assets by Major Country
	2012		2011		2010
U.S.	$	840.7	$	1,088.7	$	1,297.8
Brazil	409.1		418.8		450.2
All other	1,330.2		1,322.0		1,307.5
Total	$	2,580.0	$	2,829.5	$	3,055.5

A major country is defined as one with long-lived assets greater than 10% of consolidated long-lived assets. Long-lived assets primarily include property, plant and equipment and intangible assets. The U.S. and Brazil’s long-lived assets consist primarily of property, plant and equipment related to manufacturing and distribution facilities.

Revenue by Product Category
	2012		2011		2010
Beauty(1)	$	7,642.7	$	8,067.8	$	7,671.3
Fashion(2)	1,891.7		1,995.5		2,016.5
Home(3)	1,011.7		1,048.7		1,043.5
Net sales	10,546.1		11,112.0		10,731.3
Other revenue(4)	171.0		179.6		131.5
Total revenue	$	10,717.1	$	11,291.6	$	10,862.8

(1) Beauty includes color cosmetics, fragrances, skin care and personal care.

(2) Fashion includes fashion jewelry, watches, apparel, footwear, accessories, and children’s products.

(3) Home includes gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.

(4) Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

XML

Fair Value

12 Months Ended

Dec. 31, 2012

Fair Value Abstract

Fair Value

Fair Value

Assets and Liabilities Recorded at Fair Value

The fair value measurement provisions required by the Fair Value Measurements and Disclosures Topic of the Codification establish a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

• 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.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2012:

	Level 1		Level 2		Total
Assets:
Money market funds	$	26.9	$	—	$	26.9
Available-for-sale securities	1.9		—		1.9
Interest-rate swap agreements	—		94.8		94.8
Foreign exchange forward contracts	—		4.9		4.9
Total	$	28.8	$	99.7	$	128.5
Liabilities:
Interest-rate swap agreements	$	—	$	1.7	$	1.7
Foreign exchange forward contracts	—		1.5		1.5
Total	$	—	$	3.2	$	3.2

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2011:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	1.8	$	—	$	1.8
Interest-rate swap agreements	—		153.6		153.6
Foreign exchange forward contracts	—		5.6		5.6
Total	$	1.8	$	159.2	$	161.0
Liabilities:
Interest-rate swap agreements	$	—	$	6.0	$	6.0
Foreign exchange forward contracts	—		10.5		10.5
Total	$	—	$	16.5	$	16.5

The tables above exclude our pension and postretirement plan assets. Refer to Note 12, Employee Benefit Plans, for the fair value hierarchy for our plan assets. The money market funds are held in a Healthcare trust in order to fund future benefit payments for both active and retiree benefit plans (see Note 12, Employee Benefit Plans). The available-for-sale securities include securities held in a trust in order to fund future benefit payments for non-qualified retirement plans (see Note 12, Employee Benefit Plans). The foreign exchange forward contracts and interest-rate swap agreements are hedges of either recorded assets or liabilities or anticipated transactions. The underlying hedged assets and liabilities or anticipated transactions are not reflected in the table above (see Note 8, Financial Instruments and Risk Management).

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis

December 31, 2012 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	44.6	$	44.6
Silpada indefinite-lived trademark	—		—		40.0		40.0
Silpada finite-lived customer relationships	—		—		40.0		40.0
Total	$	—	$	—	$	124.6	$	124.6

In the fourth quarter of 2012, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill, indefinite-lived trademark, and finite-lived customer relationships associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $116.7 to its estimated fair value of $44.6, resulting in a non-cash impairment charge of $72.1. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $85.0 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $45.0, and the carrying amount of Silpada’s finite-lived customer relationships was reduced from $131.9 to its estimated fair value of $40.0, resulting in a non-cash impairment charge of $91.9.

September 30, 2012 - China

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2012, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
China goodwill	$	—	$	—	$	37.3	$	37.3
Total	$	—	$	—	$	37.3	$	37.3

In the third quarter of 2012, we completed an interim impairment assessment of the fair value of goodwill related to China and subsequently determined that the goodwill associated with China was impaired. As a result, the carrying amount of China’s goodwill was reduced from $81.3 to its estimated fair value of $37.3, resulting in a non-cash impairment charge of $44.0.

December 31, 2011 - Silpada

The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2011, and indicates the placement in the fair value hierarchy of the valuation techniques utilized to determine such fair value:

	Level 1		Level 2		Level 3		Total
Assets:
Silpada goodwill	$	—	$	—	$	116.7	$	116.7
Silpada indefinite-lived trademark	—		—		85.0		85.0
Total	$	—	$	—	$	201.7	$	201.7

In the fourth quarter of 2011, we completed the annual goodwill and indefinite-lived intangible assets impairment assessments and subsequently determined that the goodwill and an indefinite-lived trademark associated with Silpada were impaired. As a result, the carrying amount of Silpada’s goodwill was reduced from $314.7 to its estimated fair value of $116.7, resulting in a non-cash impairment charge of $198.0. In addition, the carrying amount of Silpada’s indefinite-lived trademark was reduced from $150.0 to its estimated fair value of $85.0, resulting in a non-cash impairment charge of $65.0.

Fair Value Measurement - Silpada and China

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a DCF approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a business, and is most consistent with the approach a marketplace participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

See Note 17, Goodwill and Intangible Assets for further information on Silpada and China.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, money market funds, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt, foreign exchange forwards contracts, and interest-rate swap agreements. The carrying value for cash and cash equivalents, accounts receivable, accounts payable, and short-term investments approximate fair value because of the short-term nature of these instruments. The net asset (liability) amounts recorded in the balance sheet (carrying amount) and the estimated fair values of our remaining financial instruments at December 31 consisted of the following:

	2012		2011
	Carrying Amount	Fair Value	Carrying Amount		Fair Value
Available-for-sale securities	1.9	1.9	1.8		1.8
Money market funds	26.9	26.9	—		—
Debt maturing within one year(1)	572.0	572.2	849.3		849.3
Long-term debt(1)	2,623.9	2,547.8	2,459.1		2,445.2
Foreign exchange forward contracts	3.4	3.4	(4.9	)	(4.9	)
Interest-rate swap agreements	93.1	93.1	147.6		147.6

(1) The carrying value of debt maturing within one year and long-term debt is net of related discount or premium as well as unrealized gains from interest-rate swap agreements.

The methods and assumptions used to estimate fair value are as follows:

Available-for-sale securities and money market funds - The fair values of these investments were the quoted market prices for issues listed on securities exchanges.

Debt maturing within one year and long-term debt - The fair values of all debt and other financing were determined using Level 2 inputs based on indicative market prices.

Foreign exchange forward contracts - The fair values of forward contracts were estimated based on quoted forward foreign exchange prices at the reporting date.

Interest-rate swap agreements - The fair values of interest-rate swap agreements were estimated based on LIBOR yield curves at the reporting date.

XML

Employee Benefit Plans (Reconciliation of Benefit Obligations, Plan Assets and Funded Status) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Other assets	$ 1,408.2	$ 1,311.7
Accrued compensation	266.6	217.1
Pension Benefits U.S. Plans [Member]
Beginning balance	(753.7)	(702.6)
Service cost	(15.1)	(12.8)	(11.9)
Interest cost	(29.6)	(32.6)	(35.6)
Actuarial (loss) gain	(68.7)	(89.9)
Plan participant contributions	0	0
Benefits paid	75.2	83.9
Plan amendments	0	0
Curtailments	(0.4)	0.3
Special termination benefits	(0.4)	0
Foreign currency changes and other	0	0
Ending balance	(792.7)	(753.7)	(702.6)
Beginning balance	493.4	451.7
Actual return on plan assets	67.0	37.0
Company contributions	44.0	88.6
Plan participant contributions	0	0
Benefits paid	(75.2)	(83.9)
Foreign currency changes and other	0	0
Ending balance	529.2	493.4	451.7
Funded status at end of year	(263.5)	(260.3)
Other assets	0	0
Accrued compensation	(23.1)	(7.9)
Employee benefit plans liability	(240.4)	(252.4)
Net amount recognized	(263.5)	(260.3)
Net actuarial loss	483.6	489.6
Prior service credit	(0.7)	(1.0)
Transition obligation	0	0
Total pretax amount recognized	482.9	488.6
Accumulated benefit obligation	776.5	737.3
Projected benefit obligation	792.7	753.7
Fair value plan assets	529.2	493.4
Projected benefit obligation	792.7	753.7
Accumulated benefit obligation	776.5	737.3
Fair value plan assets	529.2	493.4
Pension Benefits Non-U.S. Plans [Member]
Beginning balance	(746.7)	(720.3)
Service cost	(18.0)	(15.4)	(14.6)
Interest cost	(39.8)	(39.7)	(39.3)
Actuarial (loss) gain	(49.6)	(21.5)
Plan participant contributions	(2.3)	(2.5)
Benefits paid	48.7	42.1
Plan amendments	(4.8)	4.6
Curtailments	1.2	0
Special termination benefits	0	0
Foreign currency changes and other	(27.2)	6.0
Ending balance	(838.5)	(746.7)	(720.3)
Beginning balance	536.4	540.6
Actual return on plan assets	57.7	(0.1)
Company contributions	40.7	38.4
Plan participant contributions	2.3	2.5
Benefits paid	(48.7)	(42.1)
Foreign currency changes and other	20.9	(2.9)
Ending balance	609.3	536.4	540.6
Funded status at end of year	(229.3)	(210.3)
Other assets	2.0	2.7
Accrued compensation	(2.5)	(12.7)
Employee benefit plans liability	(228.8)	(200.3)
Net amount recognized	(229.3)	(210.3)
Net actuarial loss	314.8	294.6
Prior service credit	(8.2)	(14.9)
Transition obligation	0.2	0.2
Total pretax amount recognized	306.8	279.9
Accumulated benefit obligation	768.5	680.9
Projected benefit obligation	822.6	730.2
Fair value plan assets	591.3	517.1
Projected benefit obligation	809.4	720.1
Accumulated benefit obligation	761.9	675.9
Fair value plan assets	581.5	508.6
Postretirement Benefits [Member]
Beginning balance	(132.3)	(133.0)
Service cost	(1.9)	(2.0)	(2.0)
Interest cost	(5.8)	(6.4)	(7.1)
Actuarial (loss) gain	(7.4)	(1.9)
Plan participant contributions	(3.3)	(4.0)
Benefits paid	12.6	14.1
Plan amendments	0	0
Curtailments	(0.2)	(0.2)
Special termination benefits	(0.2)	0
Foreign currency changes and other	0.4	1.1
Ending balance	(138.1)	(132.3)	(133.0)
Beginning balance	42.6	43.7
Actual return on plan assets	2.7	(1.1)
Company contributions	(36.0)	10.1
Plan participant contributions	3.3	4.0
Benefits paid	(12.6)	(14.1)
Foreign currency changes and other	0	0
Ending balance	0	42.6	43.7
Funded status at end of year	(138.1)	(89.7)
Other assets	0	0
Accrued compensation	(9.4)	(4.6)
Employee benefit plans liability	(128.7)	(85.1)
Net amount recognized	(138.1)	(89.7)
Net actuarial loss	52.6	52.3
Prior service credit	(38.3)	(53.0)
Transition obligation	0	0
Total pretax amount recognized	$ 14.3	$ (0.7)

XML

Debt and Other Financing

12 Months Ended

Dec. 31, 2012

Debt Instruments [Abstract]

Debt and Other Financing

Debt and Other Financing

Debt

Debt at December 31 consisted of the following:

	2012			2011
Debt maturing within one year:
Notes payable	$	180.6		$	832.4
Current portion of long-term debt	391.4			16.9
Total	$	572.0		$	849.3
Long-term debt:
4.80% Notes, due March 2013	250.0			249.9
4.625% Notes, due May 2013	124.0			121.3
5.625% Notes, due March 2014	499.4			498.8
Term Loan, 25% due June 2014 and remaining due June 2015	550.0			—
2.60% Senior Notes, Series A, due November 2015	142.0			142.0
5.75% Notes, due March 2018	249.6			249.5
4.20% Notes, due July 2018	249.6			249.5
6.50% Notes, due March 2019	347.3			346.9
Other, payable through 2019 with interest from 2.40% to 6.50%	75.6			77.5
4.03% Senior Notes, Series B, due November 2020	290.0			290.0
4.18% Senior Notes, Series C, due November 2022	103.0			103.0
Total	2,880.5			2,328.4
Adjustments for debt with fair value hedges	93.1			147.6
Amortization of swap termination	41.7			—
Less current portion	(391.4		)	(16.9		)
Total long-term debt	$	2,623.9		$	2,459.1

Notes payable included short-term borrowings of international subsidiaries at average annual interest rates of approximately 8.6% at December 31, 2012, and 10.5% at December 31, 2011. Total notes payable include $35.9 of bank overdrafts at December 31, 2012, and $17.4 at December 31, 2011.

Other long-term debt, payable through 2019, included obligations under capital leases of $13.9 at December 31, 2012, and $15.3 at December 31, 2011, which primarily relate to leases of automobiles and equipment. In addition, other long-term debt, payable through 2019, at December 31, 2012 and 2011, included financing obligations of $61.7 and $62.2, respectively, of which $48.4 and $58.5, respectively, relates to the sale and leaseback of equipment in one of our distribution facilities in North America entered into in 2009.

Adjustments for debt with fair value hedges include adjustments to reflect net unrealized gains of $93.1 and $147.6 at December 31, 2012, and 2011, respectively. See Note 8, Financial Instruments and Risk Management.

We held interest-rate swap contracts that effectively converted approximately 62% at December 31, 2012 and 74% at December 31, 2011, of our long-term fixed-rate borrowings to a variable interest rate based on LIBOR. In January 2013, we terminated eight of our interest-rate swap agreements designated as fair value hedges, with notional amounts totaling $1,000. See Note 8, Financial Instruments and Risk Management.

Term Loan Agreement

On June 29, 2012, we entered into a $500.0 term loan agreement (the "term loan agreement"). Subsequently on August 2, 2012, we borrowed an incremental $50.0 of principal from subscriptions by new lenders under the term loan agreement. At December 31, 2012, $550.0 remained outstanding under the term loan agreement.

The term loan agreement contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. In addition, the term loan agreement contains financial covenants which require our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1 and our leverage ratio to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, 3.75:1 at the end of each fiscal quarter on or prior to December 31, 2013, and 3.5:1 at the end of each fiscal quarter thereafter. The interest coverage ratio is determined by dividing our consolidated EBIT (as defined in the term loan agreement) by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. The leverage ratio is determined by dividing the amount of our consolidated funded debt on the date of determination by our consolidated EBITDA (as defined in the term loan agreement) for the period of four fiscal quarters ending on the date of determination. For purposes of calculating the ratios, consolidated EBIT and consolidated EBITDA are adjusted for non-cash expenses. In addition, the term loan agreement contains customary events of default and cross-default provisions. We were in compliance with our interest coverage and leverage ratios under the term loan agreement for the four fiscal quarters ended December 31, 2012.

Pursuant to the term loan agreement, we are required to repay an amount equal to 25% of the aggregate principal amount of the term loan on June 29, 2014, and the remaining outstanding principal amount of the term loan on June 29, 2015. Amounts repaid or prepaid under the term loan agreement may not be reborrowed. Borrowings under the term loan agreement bear interest, at our option, at a rate per annum equal to LIBOR plus an applicable margin or a floating base rate plus an applicable margin, in each case subject to adjustment based on our credit ratings. The term loan agreement also provides for mandatory prepayments and voluntary prepayments. Subject to certain exceptions (including the issuance of commercial paper and draw-downs on our revolving credit facility), we are required to prepay the term loan in an amount equal to 50% of the net cash proceeds received from any incurrence of debt for borrowed money in excess of $500.

Private Notes

On November 23, 2010, we issued, in a private placement exempt from registration under the Securities Act of 1933, as amended, $142.0 principal amount of 2.60% Senior Notes, Series A, due November 23, 2015, $290.0 principal amount of 4.03% Senior Notes, Series B, due November 23, 2020, and $103.0 principal amount of 4.18% Senior Notes, Series C, due November 23, 2022 (collectively, the "Private Notes"). The Private Notes are senior unsecured obligations of the Company, rank equal in right of payment with all of our other senior unsecured indebtedness, and are unconditionally guaranteed by one of our wholly-owned subsidiaries. The proceeds from the sale of the Private Notes were used to repay existing debt and for general corporate purposes.

The total $535 principal amount of the Private Notes were issued pursuant to a note purchase agreement that contains covenants limiting, among other things, the ability of our subsidiaries to incur indebtedness, our and our subsidiaries’ ability to incur liens and our and any subsidiary guarantor’s ability to enter into mergers and consolidations or sales of substantially all of our or its assets. In addition, the note purchase agreement contains a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. Except as set forth below, the note purchase agreement does not provide for adjustments of our consolidated pre-tax income for certain one-time charges, such as non-cash impairments, currency devaluations, or legal or regulatory settlements when calculating the interest coverage ratio. The note purchase agreement contains customary events of default and cross-default provisions and any prepayment of the Private Note at our option would require payment of a make-whole premium.

On July 31, 2012, we obtained a waiver from the holders of the Private Notes that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our note purchase agreement for the four fiscal quarters ended September 30, 2012. On August 15, 2012, we entered into the first amendment to the note purchase agreement to, among other things, (i) add a financial covenant requiring our leverage ratio (which is calculated in the same manner as in the term loan agreement) to not be greater than 4:1 at the end of each fiscal quarter on or prior to March 31, 2013, and 3.75:1 at the end of each fiscal quarter thereafter, unless a bank credit agreement or any other principal credit facility contains a leverage ratio more favorable to the holders of the Private Notes, then such more favorable ratio will apply for the fiscal quarters ended March 31, 2014 and thereafter, (ii) amend the interest coverage ratio to, subject to the most favored lender provision, add back to our consolidated pre-tax income actual non-cash impairment charges related solely to the Silpada business in an amount not to exceed $125.0 in the aggregate (in addition to the $263.0 non-cash Silpada impairment charge already recorded during the 2011 year-end close process and excluded from the calculation for the four fiscal quarters ended September 30, 2012) during the term of the note purchase agreement, (iii) add a most favored lender provision with respect to financial covenants in favor of other lenders and (iv) provide a 150 basis point step up of the applicable interest rate if our unsecured and unsubordinated debt is not rated above investment grade by a certain number of rating agencies. We were in compliance with our interest coverage and leverage ratios under the note purchase agreement for the four fiscal quarters ended December 31, 2012. The interest coverage ratio under the note purchase agreement for the four fiscal quarters ended December 31, 2012 was 4.25:1 and excludes the non-cash Silpada impairment charges pursuant to the August 2012 amendment.

In February 2013, we issued a notice of prepayment of the entire $535 outstanding principal amount of our Private Notes. The prepayment price is equal to 100% of the principal amount, plus accrued interest of approximately $7 and a make-whole premium estimated to be approximately $65. The estimate of the accrued interest is based on the applicable interest rate on the notes (which factors in our long-term credit ratings). The estimate of the make-whole premium is based on the applicable interest rate on the notes (which factors in our long-term credit ratings) and the prices of the relevant U.S. Treasury securities as of the date of the notice of prepayment. Accordingly, these amounts may change when we make the final calculation of the prepayment price two business days in advance of the prepayment date, which is March 29, 2013.

Public Notes

In March 2009, we issued $850.0 principal amount of notes payable in a public offering. $500.0 of the notes bear interest at a per annum coupon rate equal to 5.625%, payable semi-annually, and mature on March 1, 2014 (the "2014 Notes"). $350.0 of the notes bear interest at a per annum coupon rate equal to 6.50%, payable semi-annually, and mature on March 1, 2019 (the "2019 Notes"). The net proceeds from the offering of $837.6 were used to repay the outstanding indebtedness under our commercial paper program and for general corporate purposes. The carrying value of the 2014 Notes represents the $500.0 principal amount, net of the unamortized discount to face value of $.6 at December 31, 2012, and $1.2 at December 31, 2011. The carrying value of the 2019 Notes represents the $350.0 principal amount, net of the unamortized discount to face value of $2.7 at December 31, 2012, and $3.1 at December 31, 2011.

In March 2008, we issued $500.0 principal amount of notes payable in a public offering. $250.0 of the notes bear interest at a per annum coupon rate equal to 4.80%, payable semi-annually, and mature on March 1, 2013, (the "2013 Notes"). $250.0 of the notes bear interest at a per annum coupon rate of 5.75%, payable semi-annually, and mature on March 1, 2018 (the "2018 Notes"). The net proceeds from the offering of $496.3 were used to repay outstanding indebtedness under our commercial paper program and for general corporate purposes. At December 31, 2012, the carrying value of the 2013 Notes represents the $250.0 principal amount, net of an immaterial amount of the unamortized discount to face value, and at December 31, 2011, the carrying value represents the $250.0 principal amount, net of the unamortized discount to face value of $.1. The carrying value of the 2018 Notes represents the $250.0 principal amount, net of the unamortized discount to face value of $.4 at December 31, 2012, and $.5 at December 31, 2011.

In June 2003, we issued to the public $250.0 principal amount of registered senior notes (the "4.20% Notes"). The 4.20% Notes mature on July 15, 2018, and bear interest at a per annum rate of 4.20%, payable semi-annually. The carrying value of the 4.20% Notes represents the $250.0 principal amount, net of the unamortized discount to face value of $.4 and $.5 at December 31, 2012 and 2011, respectively.

In April 2003, the call holder of $100.0 principal amount of 6.25% Notes due May 2018 (the "Notes"), embedded with put and call option features, exercised the call option associated with these Notes, and thus became the sole note holder of the Notes. Pursuant to an agreement with the sole note holder, we modified these Notes into $125.0 aggregate principal amount of 4.625% notes due May 15, 2013. The modified principal amount represented the original value of the putable/callable notes, plus the market value of the related call option and approximately $4.0 principal amount of additional notes issued for cash. In May 2003, $125.0 principal amount of registered senior notes were issued in exchange for the modified notes held by the sole note holder. No cash proceeds were received by us. The registered senior Notes mature on May 15, 2013, and bear interest at a per annum rate of 4.625%, payable semi-annually (the "4.625% Notes"). The transaction was accounted for as an exchange of debt instruments and, accordingly, the premium related to the original notes is being amortized over the life of the new 4.625% Notes. The carrying value of the 4.625% Notes represents the $125.0 principal amount, net of the unamortized discount to face value of $1.0 and $3.7 at December 31, 2012 and 2011, respectively.

Maturities of Long-Term Debt

Annual maturities of long-term debt (including unamortized discounts and premiums and excluding the adjustments for debt with fair value hedges) outstanding at December 31, 2012, are as follows:

	2013		2014		2015		2016		2017		After 2018		Total
Maturities	$	389.6	$	651.6	$	566.2	$	5.9	$	6.2	$	1,266.1	$	2,885.6

Other Financing

Revolving Credit Facility

We maintain a $1 billion revolving credit facility (the "revolving credit facility"), which expires in November 2013. As discussed below, the $1 billion available under the revolving credit facility is effectively reduced by the principal amount of any commercial paper outstanding. Borrowings under the revolving credit facility bear interest, at our option, at a rate per annum equal to the floating base rate or LIBOR, plus an applicable margin which varies within a specified band based upon our credit ratings. The revolving credit facility has an annual fee of $2.0, payable quarterly, based on our current credit ratings. The revolving credit facility may be used for general corporate purposes. As of December 31, 2012 and 2011, there were no amounts outstanding under the revolving credit facility.

The revolving credit facility contains covenants limiting our ability to, among other things, incur liens and enter into mergers and consolidations or sales of substantially all our assets, and a financial covenant which requires our interest coverage ratio at the end of each fiscal quarter to equal or exceed 4:1. In addition, the revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated pre-tax income by our consolidated interest expense, in each case for the period of four fiscal quarters ending on the date of determination. On July 31, 2012, we obtained a waiver from the lenders under our revolving credit facility that allowed us to exclude the non-cash impairment charge associated with the Silpada business recorded during the fourth quarter of 2011 from the interest coverage ratio calculation pursuant to our revolving credit facility for the four fiscal quarters ended September 30, 2012. On December 21, 2012, we entered into an amendment to the revolving credit facility, primarily relating to the calculation of components of the interest coverage ratio that allows us, subject to certain conditions and limitations, to add back to our consolidated net income: (i) extraordinary and other non-cash losses and expenses, (ii) one-time fees, cash charges and other cash expenses, premiums or penalties incurred in connection with any asset sale, equity issuance or incurrence or repayment of debt or refinancing or amendment of any debt instrument and (iii) cash charges and other cash expenses, premiums or penalties incurred in connection with any restructuring or relating to any legal or regulatory action, settlement, judgment or ruling, in an aggregate amount not to exceed $400.0 for the period from October 1, 2012 until the termination of commitments under the revolving credit facility. As of December 31, 2012, and based on then interest rates, approximately $250 of the $1 billion revolving credit facility, less the principal amount of commercial paper outstanding (which was zero at December 31, 2012), could have been drawn down without violating any covenant. If not for the more restrictive interest coverage ratio calculation under our Private Notes (which, pursuant to a notice, is required to be prepaid on March 29, 2013, see above), we would have been able to draw down on the entire $1 billion under our revolving credit facility at December 31, 2012 without violating any covenant. The interest coverage ratio, under our revolving credit facility, for the four fiscal quarters ended December 31, 2012 was 6.64:1 and excludes certain cash and non-cash charges pursuant to the December 2012 amendment.

Commercial Paper Program

We also maintain a $1 billion commercial paper program, which is supported by the revolving credit facility. Under this program, we may issue from time to time unsecured promissory notes in the commercial paper market in private placements exempt from registration under federal and state securities laws, for a cumulative face amount not to exceed $1 billion outstanding at any one time and with maturities not exceeding 270 days from the date of issue. The commercial paper short-term notes issued under the program are not redeemable prior to maturity and are not subject to voluntary prepayment. Outstanding commercial paper effectively reduces the amount available for borrowing under the revolving credit facility. At December 31, 2012, there was no outstanding commercial paper under this program. In 2012, the demand for our commercial paper declined, partially impacted by the rating agency action described below.

Letters of Credit

At December 31, 2012 and December 31, 2011, we also had letters of credit outstanding totaling $21.4 and $23.4, respectively, which primarily guarantee various insurance activities. In addition, we had outstanding letters of credit for trade activities and commercial commitments executed in the ordinary course of business, such as purchase orders for normal replenishment of inventory levels.

Additional Information

Our long-term credit ratings are Baa2 (Stable Outlook) with Moody's and BBB- (Negative Outlook) with S&P, which are on the low end of investment grade, and BB+ (Stable Outlook) with Fitch, which is below investment grade. In February 2013, Fitch lowered their long-term credit rating from BBB- (Negative Outlook) to BB+ (Stable Outlook) and Moody's lowered their long-term credit rating from Baa1 (Negative Outlook) to Baa2 (Stable Outlook). Additional rating agency reviews could result in a further change in outlook or downgrade, which would likely result in an increase in financing costs, including interest expense under certain of our debt instruments, less favorable covenants and financial terms of our financing arrangements, and reduced access to lending sources, including the commercial paper market. For more information regarding risks associated with our ability to refinance debt or access certain debt markets, including the commercial paper market, see "Risk Factors - Our indebtedness and debt service obligationscould materially adversely affect our business, prospects, financial condition, liquidity, results of operations and cash flows," "Risk Factors - To service our debt obligations, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. Any failure to meet our debt service obligations, or to refinance or repay our outstanding indebtedness as it matures, could materially adversely impact our business, prospects, financial condition, liquidity, results of operations and cash flows," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings" included in Item 1A on pages 8 through 18 of our 2012 Annual Report.

XML

Income Taxes (Deferred Tax Assets (Liabilities) Resulting From Temporary Differences) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accrued expenses and reserves	$ 273.9	$ 261.5
Pension and postretirement benefits	195.6	166.0
Asset revaluations	39.4	39.5
Capitalized expenses	131.8	105.8
Intangible Assets	142.3	74.7
Share-based compensation	62.2	54.9
Restructuring initiatives	26.4	18.0
Postemployment benefits	14.0	18.4
Tax loss carryforwards	648.3	576.8
Foreign tax credit carryforwards	356.0	282.1
Minimum tax and business credit carryforwards	47.5	47.0
All other	65.5	66.0
Valuation allowance	(627.4)	(546.1)
Total deferred tax assets	1,375.5	1,164.6
Depreciation and amortization	(44.3)	(48.6)
Unremitted foreign earnings	(224.8)	(46.8)
Prepaid expenses	(10.0)	(7.9)
Capitalized interest	(10.2)	(10.1)
All other	(18.8)	(16.5)
Total deferred tax liabilities	(308.1)	(129.9)
Net deferred tax assets	$ 1,067.4	$ 1,034.7

XML

Restructuring Initiatives Restructuring Charges Incurred to Date for $400M Cost Savings Initiative (Details) ($400M Cost Savings Initiative [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Charges incurred	$ 48.5
Future Restructuring And Related Cost Approved	5.3
Restructuring and Related Cost, Expected Cost	53.8
Contract Termination [Member]
Charges incurred	1.9
Future Restructuring And Related Cost Approved	2.1
Restructuring and Related Cost, Expected Cost	4.0
Currency Translation Adjustment Write Offs [Member]
Charges incurred	0
Future Restructuring And Related Cost Approved	(3.2)
Restructuring and Related Cost, Expected Cost	(3.2)
Inventory Write Offs [Member]
Charges incurred	1.4
Future Restructuring And Related Cost Approved	0
Restructuring and Related Cost, Expected Cost	1.4
Employee Related Costs [Member]
Charges incurred	45.2
Future Restructuring And Related Cost Approved	6.4
Restructuring and Related Cost, Expected Cost	$ 51.6

XML

Discontinued Operations

12 Months Ended

Dec. 31, 2012

Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract]

Discontinued Operations

Discontinued Operations

On November 8, 2010, the Company announced that Avon International Operations, Inc. ("AIO"), a wholly-owned subsidiary of the Company, had agreed to sell the ownership interest in Avon Products Company Limited ("Avon Japan") held by AIO pursuant to a tender offer bid agreement between AIO and Devon Holdings K.K., an affiliate of TPG Capital ("Buyer"). The transaction included both the sale of the Company’s stake in Avon Japan as well as certain pre-paid royalties in connection with intellectual property licenses for an aggregate cash consideration of approximately $90. Avon Japan was previously reported within our Asia Pacific segment.

The transaction closed on December 29, 2010. Of the total cash consideration received, $81 was recognized in December 2010, resulting in a net after-tax gain of $10. The remaining $9 of the consideration received related to the use of Avon’s global brands, formulas and products, and the use of the Avon name in Japan for a five-year period. This portion of the royalty will be recognized on a straight line basis over five years within continuing operations.

During 2011, we determined that the net after-tax gain on sale of Avon Japan should have been reported as a net after-tax loss of $3, to correctly include all balances relating to Avon Japan that were previously included in Accumulated Other Comprehensive Loss ("AOCI"). See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

XML

Inventories

12 Months Ended

Dec. 31, 2012

Inventory, Net [Abstract]

Inventories

Inventories

Inventories at December 31 consisted of the following:

	2012		2011
Raw materials	$	393.4	$	361.7
Finished goods	742.0		799.6
Total	$	1,135.4	$	1,161.3

XML

Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2012

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss at December 31 consisted of the following:

	2012			2011
Foreign currency translation adjustments	$	(317.6	)	$	(325.0	)
Pension and postretirement adjustment, net of taxes of $257.4 and $252.9	(548.0		)	(515.9		)
Net derivative losses from cash flow hedges, net of taxes of $3.7 and $5.8	(11.1		)	(13.5		)
Total	$	(876.7	)	$	(854.4	)

Foreign exchange net gains of $7.7 for 2012 and net losses of $2.0 for 2011 resulting from the translation of actuarial losses, prior service credit and translation obligation recorded in AOCI are included in foreign currency translation adjustments in the rollforward of accumulated other comprehensive loss on the Consolidated Statements of Changes in Shareholders Equity. During 2011, we identified an out-of-period adjustment relating to balances included in AOCI relating to Avon Japan. See Note 1, Description of the Business and Summary of Significant Accounting Policies, for further information.

XML

Income Taxes (Effective Tax Rate) (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Statutory federal rate	35.00%	35.00%	35.00%
State and local taxes, net of federal tax benefit	(2.50%)	(0.40%)	(0.40%)
Taxes on foreign income, including translation	(3.90%)	(4.40%)	(2.40%)
Audit settlments, statute expirations, and amended returns	(4.20%)	(4.30%)	(2.50%)
Tax on unremitted foreign earnings	77.00%	0.00%	0.00%
Reserves for uncertain tax positions	5.80%	1.60%	0.80%
China goodwill impairment	7.00%	0.00%	0.00%
Net change in valuation allowances	2.90%	0.10%	(0.20%)
Venezuela devaluation and highly inflationary accounting	0.00%	0.00%	6.00%
Other	0.40%	1.50%	0.70%
Effective tax rate	117.50%	29.10%	37.00%

XML

Results of Operations by Quarter (Financial Results of Operations by Quarter) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Total revenue	$ 2,999.1		$ 2,550.9	$ 2,591.7	[1]	$ 2,575.4	[1]	$ 3,043.7	[1]	$ 2,762.4	$ 2,856.4	$ 2,629.1	$ 10,717.1		$ 11,291.6		$ 10,862.8
Gross profit	1,794.6		1,560.4	1,627.2	[1]	1,565.6	[1]	1,861.2	[1]	1,764.1	1,838.4	1,679.3	6,547.8		7,143.0
Operating profit	10.7		106.0	126.6	[1]	71.5	[1]	12.9	[1]	278.6	316.6	246.5	314.8		854.6		1,073.1
Income (loss) from continuing operations, before tax	9.2	[2]	77.9	90.7	[1]	40.8	[1]	(17.3)	[1]	241.3	293.7	224.9	218.6	[2]	742.6		945.4
(Loss) income from continuing operations, net of tax	(161.1)	[2],[3]	32.6	62.7	[1]	27.6	[1]	0.3	[1]	165.2	208.7	152.2	(38.2)	[2],[3]	526.4		595.2
Discontinued operations, net of tax								0	[1]	0	0	(8.6)	0		(8.6)		14.1
Net income attributable to noncontrolling interests	(1.1)	[2],[3]	(1.0)	(1.1)	[1]	1.1	[1]	(0.7)	[1]	(1.0)	(2.5)	0	(4.3)	[2],[3]	(4.2)		(3.0)
Net (loss) income attributable to Avon	(162.2)	[2],[3]	31.6	61.6	[1]	26.5	[1]	(0.4)	[1]	164.2	206.2	143.6	(42.5)	[2],[3]	513.6		606.3
Net (loss) income													$ (38.2)		$ 517.8		$ 609.3
Basic	$ (0.37)	[2],[3]	$ 0.07	$ 0.14	[1]	$ 0.06	[1]	$ 0.00	[1]	$ 0.38	$ 0.48	$ 0.35	$ (0.10)	[2],[3],[4]	$ 1.20	[4]	$ 1.37
Diluted	$ (0.37)	[2],[3]	$ 0.07	$ 0.14	[1]	$ 0.06	[1]	$ 0.00	[1]	$ 0.38	$ 0.47	$ 0.35	$ (0.10)	[2],[3],[4]	$ 1.20	[4]	$ 1.36

[1] As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.2012During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland. In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.2011During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years. During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

[2] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

[3] Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

[4] The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

XML

Employee Benefit Plans (Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Foreign currency translation adjustments	$ 0.4		$ (176.1)		$ 59.6
Pension Benefits U.S. Plans [Member]
Service cost	15.1		12.8		11.9
Interest cost	29.6		32.6		35.6
Expected return on plan assets	(36.0)		(36.2)		(36.9)
Amortization of prior service cost	(0.3)		(0.3)		(0.3)
Amortization of actuarial losses	43.7		45.4		38.5
Amortization of transition obligation	0		0		0
Settlements/curtailments	0.8		(0.3)		1.2
Other	0		0		0
Net periodic benefit costs	52.9		54.0		50.0
Actuarial (gains) losses	37.7		89.2		20.9
Prior service cost (credit)	0		0		(0.2)
Amortization of prior service cost	0.3		0.2		0.3
Amortization of actuarial losses	(43.7)		(45.4)		(38.4)
Amortization of transition obligation	0		0		0
Settlements/curtailments	0		0		0.2
Foreign currency translation adjustments	0		0		0
Total recognized in other comprehensive loss	(5.7)	[1]	44.0	[1]	(17.2)	[1]
Recognized in benefit cost and other comprehensive (income) loss	47.2		98.0		32.8
Pension Benefits Non-U.S. Plans [Member]
Service cost	18.0		15.4		14.6
Interest cost	39.8		39.7		39.3
Expected return on plan assets	(39.1)		(41.1)		(37.7)
Amortization of prior service cost	(1.3)		(1.6)		(1.3)
Amortization of actuarial losses	17.6		13.5		13.0
Amortization of transition obligation	0		0.1		0.1
Settlements/curtailments	1.9		1.4		1.6
Other	0.7		0.6		0.6
Net periodic benefit costs	37.6		28.0		30.2
Actuarial (gains) losses	31.0		62.7		(3.0)
Prior service cost (credit)	4.8		(4.6)		0
Amortization of prior service cost	2.4		1.6		1.3
Amortization of actuarial losses	(21.8)		(14.8)		(14.5)
Amortization of transition obligation	0		(0.1)		(0.1)
Settlements/curtailments	0		0		0
Foreign currency translation adjustments	10.4		(2.9)		(9.5)
Total recognized in other comprehensive loss	26.8	[1]	41.9	[1]	(25.8)	[1]
Recognized in benefit cost and other comprehensive (income) loss	64.4		69.9		4.4
Postretirement Benefits [Member]
Service cost	1.9		2.0		2.0
Interest cost	5.8		6.4		7.1
Expected return on plan assets	0		(2.2)		(2.4)
Amortization of prior service cost	(13.2)		(16.0)		(17.0)
Amortization of actuarial losses	4.1		3.2		3.5
Amortization of transition obligation	0		0		0
Settlements/curtailments	(1.0)		(0.8)		0
Other	0		0		0
Net periodic benefit costs	(2.4)		(7.4)		(6.8)
Actuarial (gains) losses	4.7		5.2		(3.8)
Prior service cost (credit)	0		0		0
Amortization of prior service cost	14.6		17.0		17.0
Amortization of actuarial losses	(4.1)		(3.2)		(3.6)
Amortization of transition obligation	0		0		0
Settlements/curtailments	0		0		0
Foreign currency translation adjustments	(0.2)		(0.3)		0.1
Total recognized in other comprehensive loss	15.0	[1]	18.7	[1]	9.7	[1]
Recognized in benefit cost and other comprehensive (income) loss	$ 12.6		$ 11.3		$ 2.9

[1] * Amounts represent the pre-tax effect included within other comprehensive loss. The net of tax amounts are included within the Consolidated Statements of Changes in Shareholders’ Equity.

XML

Income Taxes (Tax Years Remaining) (Details)	12 Months Ended
	Dec. 31, 2012
United States [Member]
Open Tax Years by Major Tax Jurisdiction	2012
Beginning [Member] | Brazil [Member]
Open Tax Years by Major Tax Jurisdiction	2007
Beginning [Member] | China [Member]
Open Tax Years by Major Tax Jurisdiction	2007
Beginning [Member] | Mexico [Member]
Open Tax Years by Major Tax Jurisdiction	2007
Beginning [Member] | Poland [Member]
Open Tax Years by Major Tax Jurisdiction	2007
Beginning [Member] | Russia [Member]
Open Tax Years by Major Tax Jurisdiction	2011
Ending [Member] | Brazil [Member]
Open Tax Years by Major Tax Jurisdiction	2012
Ending [Member] | China [Member]
Open Tax Years by Major Tax Jurisdiction	2012
Ending [Member] | Mexico [Member]
Open Tax Years by Major Tax Jurisdiction	2012
Ending [Member] | Poland [Member]
Open Tax Years by Major Tax Jurisdiction	2012
Ending [Member] | Russia [Member]
Open Tax Years by Major Tax Jurisdiction	2012

XML

Leases and Commitments (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Rent expense	$ 133.3	$ 138.8	$ 126.1
Estimated cost of plant construction, expansion and modernization projects	$ 110.6

XML

Income Taxes (Provision For Income Taxes) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Federal, Current	$ 38.8	$ 41.7	$ 40.1
Federal, Deferred	(183.9)	(176.6)	(117.2)
Federal, Total	(145.1)	(134.9)	(77.1)
Foreign, Current	266.0	372.6	409.6
Foreign, Deferred	144.5	(12.9)	22.4
Foreign, Total	410.5	359.7	432.0
State and other, Current	1.2	(1.5)	3.6
State and other, Deferred	(9.8)	(7.1)	(8.3)
State and other, Total	(8.6)	(8.6)	(4.7)
Total	$ 256.8	$ 216.2	$ 350.2

XML

Employee Benefit Plans (Total Benefit Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012
Defined Benefit Pension Plans [Member]
2013	$ 131.1
2014	101.2
2015	98.5
2016	99.2
2017	99.3
2018 - 2022	529.8
Pension Benefits U.S. Plans [Member]
2013	92.8
2014	61.5
2015	58.1
2016	56.3
2017	55.3
2018 - 2022	261.5
Pension Benefits Non-U.S. Plans [Member]
2013	38.3
2014	39.7
2015	40.4
2016	42.9
2017	44.0
2018 - 2022	268.3
Postretirement Benefits [Member]
2013	9.4
2014	9.4
2015	9.5
2016	9.5
2017	9.4
2018 - 2022	$ 43.9

XML

Inventories (Tables)

12 Months Ended

Dec. 31, 2012

Inventory, Net [Abstract]

Components of Inventories

Inventories at December 31 consisted of the following:

	2012		2011
Raw materials	$	393.4	$	361.7
Finished goods	742.0		799.6
Total	$	1,135.4	$	1,161.3

XML

Description of the Business and Summary of Significant Accounting Policies (Earnings Per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended												12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012	Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
(Loss) income from continuing operations less amounts attributable to noncontrolling interests													$ (42.5)		$ 522.2		$ 590.9
Less: Loss (earnings) allocated to participating securities, continuing operations													0.3		(4.6)		(4.8)
(Loss) income allocated to common shareholders, continuing operations													(42.2)		517.6		586.1
(Loss) income from discontinued operations plus/less amounts attributable to noncontrolling interests													0		(8.6)		15.4
Less: Earnings allocated to participating securities, discontinued operations													0		(0.9)		(0.4)
(Loss) income allocated to common shareholders, discontinued operations													0		(9.5)		15.0
(Loss) income attributable to Avon less amounts attributable to noncontrolling interests	(162.2)	[1],[2]	31.6	61.6	[3]	26.5	[3]	(0.4)	[3]	164.2	206.2	143.6	(42.5)	[1],[2]	513.6		606.3
Less: Loss (earnings) allocated to participating securities													0.3		(5.5)		(5.2)
(Loss) income allocated to common shareholders													$ (42.2)		$ 508.1		$ 601.1
Basic EPS weighted-average shares outstanding													431.9		430.5		428.8
Diluted effect of assumed conversion of stock options													0		1.6		2.6
Diluted EPS adjusted weighted-average shares outstanding													431.9		432.1		431.4
(Loss) Earnings Per Common Share from continuing operations, Basic	$ (0.37)	[1],[2]	$ 0.07	$ 0.14	[3]	$ 0.06	[3]	$ 0.00	[3]	$ 0.38	$ 0.48	$ 0.35	$ (0.10)	[1],[2],[4]	$ 1.20	[4]	$ 1.37
(Loss) Earnings Per Common Share from continuing operations, Diluted	$ (0.37)	[1],[2]	$ 0.07	$ 0.14	[3]	$ 0.06	[3]	$ 0.00	[3]	$ 0.38	$ 0.47	$ 0.35	$ (0.10)	[1],[2],[4]	$ 1.20	[4]	$ 1.36
(Loss) Earnings Per Common Share from discontinued operations, Basic													$ 0.00		$ (0.02)		$ 0.04
(Loss) Earnings Per Common Share from discontinued operations, Diluted													$ 0.00		$ (0.02)		$ 0.03
(Loss) Earnings per Common Share attributable to Avon, Basic													$ (0.10)		$ 1.18		$ 1.40
(Loss) Earnings per Common Share attributable to Avon, Diluted													$ (0.10)		$ 1.18		$ 1.39

[1] Income (loss) from continuing operations, net of tax during 2012 was impacted by an additional provision for income taxes of $168.3. During the fourth quarter of 2012, we determined that the Company may repatriate offshore cash to meet certain domestic funding needs. Accordingly, we are no longer asserting that the undistributed earnings of foreign subsidiaries are indefinitely reinvested.

[2] In addition to the items impacting operating profit above, income (loss) from continuing operations during 2012 was impacted by a benefit of $23.8 to other expense, net in 2012 due to the release of a provision in the fourth quarter associated with the excess cost of acquiring U.S. dollars in Venezuela at the regulated market rate as compared to the official exchange rate. This provision was released as the Company capitalized the associated intercompany liabilities.

[3] As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.2012During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland. In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.2011During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years. During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

[4] The sum of per share amounts for the quarters does not necessarily equal that for the year because the computations were made independently.

XML

Stock Repurchase Program

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Treasury Stock

Stock Repurchase Program

In October 2007, our Board of Directors approved a five-year $2,000.0 share repurchase program ("$2.0 billion program") which began in December 2007. The program expired on December 17, 2012. We repurchased approximately 4.8 million shares for $180.8 under the $2.0 billion program through its expiration.

XML

Goodwill and Intangible Assets (Schedule of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2012 North America [Member]		Dec. 31, 2012 Latin America [Member]		Dec. 31, 2012 Europe Middle East & Africa [Member]		Dec. 31, 2012 Asia Pacific [Member]		Dec. 31, 2011 North America [Member]
Gross balance at December 31, 2011	$ 671.1		$ 314.7		$ 111.8		$ 160.8		$ 83.8
Accumulated impairments	(198.0)		(198.0)		0		0		0
Net balance at December 31, 2011	473.1				111.8		160.8		83.8		116.7
Impairment	(116.1)		(72.1)		0		0		(44.0)
Goodwill, Translation Adjustments	17.9	[1]	0	[1]	11.0	[1]	6.5	[1]	0.4	[1]
Gross balance at December 31, 2012	689.0		314.7		122.8		167.3		84.2
Accumulated impairments	(314.1)		(270.1)		0		0		(44.0)
Net balance at December 31, 2012	$ 374.9		$ 44.6		$ 122.8		$ 167.3		$ 40.2		$ 116.7

[1] (1) Other is primarily comprised of foreign currency translation.

XML

Contingencies

12 Months Ended

Dec. 31, 2012

Contingencies Abstract

Contingencies

Contingencies

FCPA Investigations

As previously reported, we have engaged outside counsel to conduct an internal investigation and compliance reviews focused on compliance with the Foreign Corrupt Practices Act ("FCPA") and related U.S. and foreign laws in China and additional countries. The internal investigation, which is being conducted under the oversight of our Audit Committee, began in June 2008.

As previously reported in July 2009, in connection with the internal investigation, we commenced compliance reviews regarding the FCPA and related U.S. and foreign laws in additional countries in order to evaluate our compliance efforts. We are conducting these compliance reviews in a number of countries selected to represent each of the Company's international geographic segments. The internal investigation and compliance reviews are focused on reviewing certain expenses and books and records processes, including, but not limited to, travel, entertainment, gifts, use of third-party vendors and consultants and related due diligence, joint ventures and acquisitions, and payments to third-party agents and others, in connection with our business dealings, directly or indirectly, with foreign governments and their employees. The internal investigation and compliance reviews of these matters are ongoing. In connection with the internal investigation and compliance reviews, certain personnel actions, including termination of employment of certain senior members of management, have been taken, and additional personnel actions may be taken in the future. In connection with the internal investigation and compliance reviews, we continue to enhance our ethics and compliance program, including our policies and procedures, FCPA compliance-related training, FCPA third-party due diligence program and other compliance-related resources.

As previously reported in October 2008, we voluntarily contacted the United States Securities and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") to advise both agencies of our internal investigation.We have cooperated and continue to cooperate with investigations of these matters by the SEC and the DOJ. We have, among other things, signed tolling agreements, responded to inquiries, translated and produced documents, assisted with interviews, and provided information on our internal investigation and compliance reviews, personnel actions taken and steps taken to enhance our ethics and compliance program. As previously reported in August 2012, we are in discussions with the SEC and the DOJ regarding resolving the government investigations. These discussions are ongoing. There can be no assurance that a settlement with the SEC and the DOJ will be reached or, if a settlement is reached, the timing of any such settlement or the terms of any such settlement. We expect any such settlement may include civil and/or criminal fines and penalties as well as non-monetary remedies, such as oversight requirements and additional remediation and compliance requirements. We may be required to incur significant future costs to comply with the non-monetary terms of any settlement with the SEC and the DOJ. Under certain circumstances, we may also be required to advance significant professional fees and expenses to certain current and former Company employees in connection with these matters. Until any settlement or other resolution of these matters, we expect to continue to incur costs, primarily professional fees and expenses, which may be significant, in connection with the government investigations.

At this point we are unable to predict the developments in, outcome of, and economic and other consequences of the government investigations or their impact on our earnings, cash flow, liquidity, financial condition and ongoing business. However, based on our most recent communications with the DOJ and the SEC, the Company believes that it is probable that the Company will incur a loss related to the government investigations. We are unable to reasonably estimate the amount or range of such loss; however such loss could be material.

Litigation Matters

In July and August 2010, derivative actions were filed in state court against certain present or former officers and/or directors of the Company (Carol J. Parker, derivatively on behalf of Avon Products, Inc. v. W. Don Cornwell, et al. and Avon Products, Inc. as nominal defendant (filed in the New York Supreme Court, Nassau County, Index No. 600570/2010); Lynne Schwartz, derivatively on behalf of Avon Products, Inc. v. Andrea Jung, et al. and Avon Products, Inc. as nominal defendant (filed in the New York Supreme Court, New York County, Index No. 651304/2010)). These actions allege breach of fiduciary duty, abuse of control, waste of corporate assets, and, in one complaint, unjust enrichment, relating to the Company's compliance with the FCPA, including the adequacy of the Company's internal controls. The relief sought against the individual defendants in one or both of these derivative complaints includes certain declaratory and equitable relief, restitution, damages, exemplary damages and interest. The Company is a nominal defendant, and no relief is sought against the Company itself. In the Parker case, plaintiff has agreed that defendants' time to file an answer, motion to dismiss or other response is adjourned until plaintiff files an amended pleading. In Schwartz, the parties have agreed to defer the filing of an amended complaint and the defendants' response thereto until the parties submit a further stipulation addressing the scheduling of proceedings. On May 14, 2012, County of York Retirement Plan ("County of York") - which had been a plaintiff in a previously-filed but now discontinued derivative action - filed a complaint against the Company seeking enforcement of its demands for the inspection of certain of the Company's books and records (County of York Retirement Plan v. Avon Products, Inc., New York Supreme Court, New York County, Index No. 651673/2012). On July 10, 2012, the Company moved to dismiss County of York's complaint. We are unable to predict the outcome of these matters.

On July 6, 2011, a purported shareholder's class action complaint (City of Brockton Retirement System v. Avon Products, Inc., et al., No. 11-CIV-4665) was filed in the United States District Court for the Southern District of New York against certain present or former officers and/or directors of the Company. On September 29, 2011, the Court appointed LBBW Asset Management Investmentgesellschaft mbH and SGSS Deutschland Kapitalanlagegesellschaft mbH as lead plaintiffs and Motley Rice LLC as lead counsel. Lead plaintiffs have filed an amended complaint on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of Avon's common stock from July 31, 2006 through and including October 26, 2011. The amended complaint names the Company and two individual defendants and asserts violations of Sections 10(b) and 20(a) of the Exchange Act based on allegedly false or misleading statements and omissions with respect to, among other things, the Company's compliance with the FCPA, including the adequacy of the Company's internal controls. Plaintiffs seek compensatory damages as well as injunctive relief. Defendants moved to dismiss the amended complaint on June 14, 2012. In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of this matter. However, it is reasonably possible that we may incur a loss in connection with this matter. We are unable to reasonably estimate the amount or range of such reasonably possible loss.

In April 2012, several purported shareholders' actions were filed against the Company and certain present or former directors of the Company in New York Supreme Court, New York County (Pritika v. Jung, et al., Index No. 651072/2012; Feinman v. Avon Products, Inc., et al., Index No. 651087/2012; Gaines v. Jung, et al., Index No. 651097/2012; Schwartz v. Avon Products, Inc., et al., Index No. 651152/2012; Robaczynki, individually and on behalf of all others similarly situated and derivatively on behalf of Avon Products, Inc. v. Jung, et al., Index No. 651176/2012). On April 26, 2012, the actions were consolidated in New York Supreme Court, New York County (In re Avon Products, Inc. Shareholder Litigation, Consolidated Index No. 651087/2012E). An amended consolidated complaint was filed on May 18, 2012. The amended consolidated complaint asserts a derivative claim against the individual defendants based on alleged breaches of fiduciary duties in connection with indications of interest by Coty, Inc. in acquiring the Company. The Company is named as a nominal defendant on the purported derivative claim, and no relief appears to be sought against the Company on that claim. The amended consolidated complaint also asserts a purporteddirect claim on behalf of a class of shareholders against the individual defendants based on alleged breaches of such fiduciary duties. Plaintiffs seek compensatory damages as well as injunctive relief. On June 27, 2012, defendants moved to dismiss the consolidated action. In light of, among other things, the early stage of the litigation, we are unable to predict the outcome of the matter. However, it is reasonably possible that we may incur a loss in connection with this matter. We are unable to reasonably estimate the amount or range of such reasonably possible loss.

Under some circumstances, any losses incurred in connection with adverse outcomes in the litigation matters described above could be material.

Brazilian Tax Matters

In 2002, our Brazilian subsidiary received an excise tax (IPI) assessment from the Brazilian tax authorities for alleged tax deficiencies during the years 1997-1998. In December 2012, additional assessments were received for the year 2008 with respect to excise tax (IPI) and taxes charged on gross receipts (PIS and COFINS), totaling approximately $392, $58 and $271 each, including penalties and accrued interest, at the exchange rate on December 31, 2012. The 2002 and the 2012 assessments assert that the establishment in 1995 of separate manufacturing and distribution companies in that country was done without a valid business purpose and that Avon Brazil did not observe minimum pricing rules to define the taxable basis of excise tax. The structure adopted in 1995 is comparable to that used by many other companies in Brazil. We believe that our Brazilian corporate structure is appropriate, both operationally and legally, and that the 2002 and 2012 assessments are unfounded.

These matters are being vigorously contested. In January 2013, we filed a protest seeking a first administrative level review with respect to the 2012 assessments. In October 2010, the 2002 assessment was upheld at the first administrative level at an amount reduced to $32 from $75, including penalties and accrued interest, at the exchange rate on December 31, 2012. We have appealed this decision to the second administrative level. In the event that the 2002 or 2012 assessments are upheld at the third and last administrative level, it may be necessary for us to provide security to pursue further appeals, which, depending on the circumstances, may result in a charge to income.

It is not possible to reasonably estimate the amount or range of potential loss that we could incur related to the 2002 and 2012 assessments or any additional assessments that may be issued for subsequent periods (tax years up through 2007 are closed by statute). However, other similar excise tax (IPI) assessments involving different periods (1998-2001) have been canceled and officially closed in our favor by the second administrative level, and management believes that the likelihood that the 2002 and 2012 assessments will be upheld is remote.

Other Matters

Various other lawsuits and claims, arising in the ordinary course of business or related to businesses previously sold, are pending or threatened against Avon. In management's opinion, based on its review of the information available at this time, the total cost of resolving such other contingencies at December 31, 2012, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

XML

Segment Information (Total Revenue and Operating Profit) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Total Revenue	$ 10,717.1	$ 11,291.6	$ 10,862.8
Operating Profit (Loss)	314.8	854.6	1,073.1
Latin America [Member]
Total Revenue	4,993.7	5,161.8	4,640.0
Operating Profit (Loss)	443.9	634.0	613.3
Europe Middle East & Africa [Member]
Total Revenue	2,914.2	3,122.8	3,047.9
Operating Profit (Loss)	312.8	478.9	474.3
North America [Member]
Total Revenue	1,906.8	2,064.6	2,193.5
Operating Profit (Loss)	(214.9)	(188.0)	147.3
Asia Pacific [Member]
Total Revenue	902.4	942.4	981.4
Operating Profit (Loss)	5.1	81.4	82.6
Total from operations [Member]
Total Revenue	10,717.1	11,291.6	10,862.8
Operating Profit (Loss)	546.9	1,006.3	1,317.5
Global and other [Member]
Total Revenue	0	0	0
Operating Profit (Loss)	$ (232.1)	$ (151.7)	$ (244.4)

XML

Description of the Business and Summary of Significant Accounting Policies (Narrative) (Details) Share data in Millions, unless otherwise specified	3 Months Ended		12 Months Ended					12 Months Ended							12 Months Ended		3 Months Ended		12 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Feb. 13, 2013 VEB	Jan. 11, 2010 VEB	Dec. 31, 2012 Land Improvements [Member]	Dec. 31, 2012 Building [Member]	Dec. 31, 2012 Machinery and Equipment [Member]	Dec. 31, 2012 Deferred Brochure Costs [Member] USD ($)	Dec. 31, 2011 Deferred Brochure Costs [Member] USD ($)	Dec. 31, 2012 Paper Supply [Member] USD ($)	Dec. 31, 2011 Paper Supply [Member] USD ($)	Dec. 31, 2012 Minimum [Member] Office Equipment [Member]	Dec. 31, 2012 Maximum [Member] Office Equipment [Member]	Dec. 31, 2012 Silpada [Member] USD ($)	Dec. 31, 2011 Silpada [Member] USD ($)	Dec. 31, 2012 Silpada [Member] USD ($)	Dec. 31, 2011 Silpada [Member] USD ($)	Sep. 30, 2012 China [Member] USD ($)	Dec. 31, 2012 China [Member] USD ($)
Minimum Venezuela currency exchange rate							2.15
Minimum Venezuela currency exchange rate							4.30
Maximum Venezuela currency exchange rate for essential goods							2.60
Exchange rate net charges on other expense, net		46,100,000
Exchange rate net charges on income taxes		12,700,000
Venezuela foreign currency devaluation						32.00%
Maximum Venezuela currency exchange rate						6.30
Prepaid expenses and other	930,900,000		832,000,000	930,900,000							45,700,000	45,800,000	13,500,000	25,300,000
Brochure Costs			509,300,000	507,700,000	472,700,000
Brochure income			286,700,000	293,500,000	291,000,000
Estimated useful lives								20 years	45 years	15 years					5 years	10 years
Capitalized interest			2,000,000	400,000	5,300,000
Capitalization period of software			5 years
Capitalized software	176,700,000		235,400,000	176,700,000
Impairment of goodwill and intangible asset	263,000,000		253,000,000	263,000,000	0												209,000,000	263,000,000	209,000,000	263,000,000	44,000,000	44,000,000
Undistributed earnings of foreign subsidiaries			2,500,000,000
Shipping and handling costs			1,030,300,000	1,071,700,000	968,800,000
Advertising costs			253,600,000	311,200,000	400,400,000
Research and development costs			$ 75,200,000	$ 77,700,000	$ 72,600,000
Antidilutive stock options excluded from diluted earnings per share			22.0	22.9	18.5
Stock options excluded from computation of earnings per share due to net loss			0.6

XML

Restructuring Initiatives (Liability Balances for 2005 and 2009 Restructuring Program) (Details) (2005 And 2009 Restructuring Programs [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
2005 And 2009 Restructuring Programs [Member]
Opening Balance	$ 73.9	$ 135.9	$ 149.0
Restructuring Charges	2.3	25.6	64.6
Adjustments	(14.4)	(22.2)	(23.3)
Cash payments	41.5	(64.1)	(49.2)
Non-cash write-offs	1.0	0.3	(1.7)
Foreign exchange	(0.3)	(1.6)	(3.5)
Ending Balance	$ 21.0	$ 73.9	$ 135.9

XML

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2012

Net Periodic Benefit Cost

Reconciliation of Benefit Obligations, Plan Assets and Funded Status

The following table summarizes changes in the benefit obligation, plan assets and the funded status of our significant pension and postretirement plans. We use a December 31 measurement date for all of our employee benefit plans.

	Pension Plans
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012			2011			2012			2011			2012			2011
Change in Benefit Obligation:
Beginning balance	$	(753.7	)	$	(702.6	)	$	(746.7	)	$	(720.3	)	$	(132.3	)	$	(133.0	)
Service cost	(15.1		)	(12.8		)	(18.0		)	(15.4		)	(1.9		)	(2.0		)
Interest cost	(29.6		)	(32.6		)	(39.8		)	(39.7		)	(5.8		)	(6.4		)
Actuarial loss	(68.7		)	(89.9		)	(49.6		)	(21.5		)	(7.4		)	(1.9		)
Plan participant contributions	—			—			(2.3		)	(2.5		)	(3.3		)	(4.0		)
Benefits paid	75.2			83.9			48.7			42.1			12.6			14.1
Plan amendments	—			—			(4.8		)	4.6			—			—
Curtailments	(.4		)	.3			1.2			—			(.2		)	(.2		)
Special termination benefits	(.4		)	—			—			—			(.2		)	—
Foreign currency changes and other	—			—			(27.2		)	6.0			.4			1.1
Ending balance	$	(792.7	)	$	(753.7	)	$	(838.5	)	$	(746.7	)	$	(138.1	)	$	(132.3	)
Change in Plan Assets:
Beginning balance	$	493.4		$	451.7		$	536.4		$	540.6		$	42.6		$	43.7
Actual return on plan assets	67.0			37.0			57.7			(.1		)	2.7			(1.1		)
Company contributions	44.0			88.6			40.7			38.4			(36.0		)	10.1
Plan participant contributions	—			—			2.3			2.5			3.3			4.0
Benefits paid	(75.2		)	(83.9		)	(48.7		)	(42.1		)	(12.6		)	(14.1		)
Foreign currency changes and other	—			—			20.9			(2.9		)	—			—
Ending balance	$	529.2		$	493.4		$	609.3		$	536.4		$	—		$	42.6
Funded Status:
Funded status at end of year	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Amount Recognized in Balance Sheet:
Other assets	$	—		$	—		$	2.0		$	2.7		$	—		$	—
Accrued compensation	(23.1		)	(7.9		)	(2.5		)	(12.7		)	(9.4		)	(4.6		)
Employee benefit plans liability	(240.4		)	(252.4		)	(228.8		)	(200.3		)	(128.7		)	(85.1		)
Net amount recognized	$	(263.5	)	$	(260.3	)	$	(229.3	)	$	(210.3	)	$	(138.1	)	$	(89.7	)
Pretax Amounts Recognized in Accumulated Other Comprehensive Loss:
Net actuarial loss	$	483.6		$	489.6		$	314.8		$	294.6		$	52.6		$	52.3
Prior service credit	(.7		)	(1.0		)	(8.2		)	(14.9		)	(38.3		)	(53.0		)
Transition obligation	—			—			.2			.2			—			—
Total pretax amount recognized	$	482.9		$	488.6		$	306.8		$	279.9		$	14.3		$	(.7	)
Supplemental Information:
Accumulated benefit obligation	$	776.5		$	737.3		$	768.5		$	680.9		N/A			N/A
Plans with Projected Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	822.6		$	730.2		N/A			N/A
Fair value plan assets	529.2			493.4			591.3			517.1			N/A			N/A
Plans with Accumulated Benefit Obligation in Excess of Plan Assets:
Projected benefit obligation	$	792.7		$	753.7		$	809.4		$	720.1		N/A			N/A
Accumulated benefit obligation	776.5			737.3			761.9			675.9			N/A			N/A
Fair value plan assets	529.2			493.4			581.5			508.6			N/A			N/A

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Loss

	Pension Benefits
	U.S. Plans									Non-U.S. Plans									Postretirement Benefits
	2012			2011			2010			2012			2011			2010			2012			2011			2010
Net Periodic Benefit Cost:
Service cost	$	15.1		$	12.8		$	11.9		$	18.0		$	15.4		$	14.6		$	1.9		$	2.0		$	2.0
Interest cost	29.6			32.6			35.6			39.8			39.7			39.3			5.8			6.4			7.1
Expected return on plan assets	(36.0		)	(36.2		)	(36.9		)	(39.1		)	(41.1		)	(37.7		)	—			(2.2		)	(2.4		)
Amortization of prior service credit	(.3		)	(.3		)	(.3		)	(1.3		)	(1.6		)	(1.3		)	(13.2		)	(16.0		)	(17.0		)
Amortization of net actuarial losses	43.7			45.4			38.5			17.6			13.5			13.0			4.1			3.2			3.5
Amortization of transition obligation	—			—			—			—			.1			.1			—			—			—
Settlements/curtailments	.8			(.3		)	1.2			1.9			1.4			1.6			(1.0		)	(.8		)	—
Other	—			—			—			.7			.6			.6			—			—			—
Net periodic benefit cost	$	52.9		$	54.0		$	50.0		$	37.6		$	28.0		$	30.2		$	(2.4	)	$	(7.4	)	$	(6.8	)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss:
Actuarial losses (gains)	$	37.7		$	89.2		$	20.9		$	31.0		$	62.7		$	(3.0	)	$	4.7		$	5.2		$	(3.8	)
Prior service cost (credit)	—			—			(.2		)	4.8			(4.6		)	—			—			—			—
Amortization of prior service credit	.3			.2			.3			2.4			1.6			1.3			14.6			17.0			17.0
Amortization of net actuarial losses	(43.7		)	(45.4		)	(38.4		)	(21.8		)	(14.8		)	(14.5		)	(4.1		)	(3.2		)	(3.6		)
Amortization of transition obligation	—			—			—			—			(.1		)	(.1		)	—			—			—
Settlements/curtailments	—			—			.2			—			—			—			—			—			—
Foreign currency changes	—			—			—			10.4			(2.9		)	(9.5		)	(.2		)	(.3		)	.1
Total recognized in other comprehensive loss*	(5.7		)	44.0			(17.2		)	26.8			41.9			(25.8		)	15.0			18.7			9.7
Total recognized in net periodic benefit cost and other comprehensive loss	$	47.2		$	98.0		$	32.8		$	64.4		$	69.9		$	4.4		$	12.6		$	11.3		$	2.9

Accumulated Other Comprehensive Loss Expected to be Recognized as Components of Net Periodic Benefit Cost During Next Fiscal Year

The amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2013 are as follows:

	Pension Benefits
	U.S. Plans			Non-U.S. Plans			Postretirement Benefits
Net actuarial loss	$	45.1		$	18.9		$	3.3
Prior service credit	(.3		)	(1.1		)	(4.8		)
Transition obligation	—			—			—

Weighted-Average Assumptions Used to Determine Benefit Obligations

Weighted-average assumptions used to determine benefit obligations recorded on the Consolidated Balance Sheets as of December 31 were as follows:

	Pension Benefits								Postretirement
	U.S. Plans				Non-U.S. Plans				Benefits
	2012		2011		2012		2011		2012		2011
Discount rate	3.55	%	4.10	%	4.63	%	5.30	%	3.99	%	4.66	%
Rate of compensation increase	3.86	%	3.82	%	3.88	%	4.13	%	N/A		N/A

Weighted-Average Assumptions Used to Determine Net Benefit Cost

Weighted-average assumptions used to determine net benefit cost recorded in the Consolidated Statements of Income for the years ended December 31 were as follows:

	Pension Benefits
	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Discount rate	4.10	%	4.80	%	5.35	%	5.30	%	5.60	%	6.04	%	4.66	%	5.28	%	5.83	%
Rate of compensation increase	3.82	%	4.00-6.00%		4.00-6.00%		4.13	%	4.00	%	4.04	%	N/A		N/A		N/A
Rate of return on assets	7.75	%	8.00	%	8.00	%	6.85	%	7.16	%	7.31	%	N/A		N/A		N/A

Pension and Postretirement Plans Target and Weighted-Average Asset Allocations

Our U.S. and non-U.S. funded pension and postretirement plans target and weighted-average asset allocations at December 31, 2012 and 2011, by asset category were as follows:

	U.S. Pension Plan						Non-U.S. Pension Plans						U.S. Postretirement Plan
	% of Plan Assets						% of Plan Assets						% of Plan Assets
	Target		at Year End				Target		at Year End				Target	at Year End
Asset Category	2013		2012		2011		2013		2012		2011		2013	2012	2011
Equity securities	55-60%		58	%	57	%	55-65%		60	%	61	%	N/A	N/A	47	%
Debt securities	30-35		34		35		30-40		33		32		N/A	N/A	53
Real Estate	—		—		—		—		2		3		N/A	N/A	—
Other	5-10		8		8		0-10		5		4		N/A	N/A	—
Total	100	%	100	%	100	%	100	%	100	%	100	%	N/A	N/A	100	%

Fair Value Hierarchy For Pension And Postretirement Assets

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2012:

	U.S. Pension Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	186.4	$	186.4
International equity	—		71.0		71.0
Emerging markets	—		50.5		50.5
	—		307.9		307.9
Fixed Income Securities:
Corporate bonds	—		148.0		148.0
Government securities	—		72.2		72.2
	—		220.2		220.2
Cash	1.1		—		1.1
Total	$	1.1	$	528.1	$	529.2

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	71.3	$	—	$	71.3
International equity	—		297.4		—		297.4
	—		368.7		—		368.7
Fixed Income Securities:
Corporate bonds	—		85.9		—		85.9
Government securities	—		113.3		—		113.3
Other	—		11.5		—		11.5
	—		210.7		—		210.7
Other:
Cash	16.4		—		—		16.4
Real estate	—		—		13.1		13.1
Other	—		—		.4		.4
	16.4		—		13.5		29.9
Total	$	16.4	$	579.4	$	13.5	$	609.3

As mentioned above, during the second quarter of 2012 approximately $40 of assets previously designated and intended to be used solely for postretirement benefits were transferred to a trust that funds both active and retiree benefits (the "healthcare trust"). At December 31, 2012, there were no U.S. or non-U.S. postretirement assets.

The following tables present the fair value hierarchy for pension and postretirement assets measured at fair value on a recurring basis as of December 31, 2011:

	U.S. Pension and Postretirement Plans
Asset Category	Level 1		Level 2		Total
Equity Securities:
Domestic equity	$	—	$	193.3	$	193.3
International equity	—		64.4		64.4
Emerging markets	—		42.7		42.7
	—		300.4		300.4
Fixed Income Securities:
Corporate bonds	—		180.7		180.7
Government securities	—		53.3		53.3
	—		234.0		234.0
Cash	1.6		—		1.6
Total	$	1.6	$	534.4	$	536.0

	Non-U.S. Pension Plans
Asset Category	Level 1		Level 2		Level 3		Total
Equity Securities:
Domestic equity	$	—	$	104.4	$	—	$	104.4
International equity	14.7		206.2		—		220.9
	14.7		310.6		—		325.3
Fixed Income Securities:
Corporate bonds	—		64.3		—		64.3
Government securities	—		103.4		—		103.4
Other	—		7.9		—		7.9
	—		175.6		—		175.6
Other:
Cash	19.6		—		—		19.6
Real estate	—		—		14.6		14.6
Other	—		—		1.3		1.3
	19.6		—		15.9		35.5
Total	$	34.3	$	486.2	$	15.9	$	536.4

Reconciliation of Beginning and Ending Balance For Our Level 3 Investments

A reconciliation of the beginning and ending balances for our Level 3 investments is provided in the table below:

	Amount
Balance as of January 1, 2011	$	15.4
Actual return on plan assets held	.4
Foreign currency changes	.1
Balance as of December 31, 2011	15.9
Actual return on plan assets held	(2.6		)
Foreign currency changes	.2
Balance as of December 31, 2012	$	13.5

Expected Benefit Payments

Total benefit payments expected to be paid from the plans are as follows:

	Pension Benefits
	U.S. Plans		Non-U.S. Plans		Total		Postretirement Benefits
2013	$	92.8	$	38.3	$	131.1	$	9.4
2014	61.5		39.7		101.2		9.4
2015	58.1		40.4		98.5		9.5
2016	56.3		42.9		99.2		9.5
2017	55.3		44.0		99.3		9.4
2018 - 2022	261.5		268.3		529.8		43.9

Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates

For 2012, the assumed rate of future increases in the per capita cost of health care benefits (the health care cost trend rate) was 9.7% for all claims and is assumed to gradually decrease each year thereafter to 5.1% in 2017 and beyond for our U.S. plan. A one-percentage point change in the assumed health care cost trend rates for all postretirement plans would have the following effects:

	1 Percentage Point Increase		1 Percentage Point Decrease
Effect on total of service and interest cost components	$	.2	$	(.2	)
Effect on postretirement benefit obligation	2.5		(2.3		)

Assets Held in Trust

We established a grantor trust to provide assets that may be used for the benefits payable under the SERP and SLIP. The trust is irrevocable and, although subject to creditors’ claims, assets contributed to the trust can only be used to pay such benefits with certain exceptions. The assets held in the trust are included in other assets and at December 31 consisted of the following:

	2012			2011
Corporate-owned life insurance policies	$	42.7		$	41.9
Cash and cash equivalents	(.1		)	.7
Total	$	42.6		$	42.6

XML

Restructuring Initiatives (Charges Reportable Under Business Segment 2005 and 2009 Restructuring Program) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended								96 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Dec. 31, 2012
Latin America [Member]
Charges incurred	$ 13.8
North America [Member]
Charges incurred	4.7
Europe Middle East & Africa [Member]
Charges incurred	10.2
Asia Pacific [Member]
Charges incurred	4.3
Corporate [Member]
Charges incurred	32.4
2005 And 2009 Restructuring Programs [Member]
Charges incurred	(12.1)	3.4	41.3	130.3	17.8	109.3	192.1	51.6	533.7
2005 And 2009 Restructuring Programs [Member] | Latin America [Member]
Charges incurred	(7.8)	2.1	13.6	19.2	1.9	14.9	34.6	3.5	82.0
2005 And 2009 Restructuring Programs [Member] | North America [Member]
Charges incurred	(1.7)	(1.1)	17.8	26.7	(1.1)	7.0	61.8	6.9	116.3
2005 And 2009 Restructuring Programs [Member] | Europe Middle East & Africa [Member]
Charges incurred	(1.0)	1.9	(0.8)	52.5	20.7	69.8	52.0	12.7	207.8
2005 And 2009 Restructuring Programs [Member] | Asia Pacific [Member]
Charges incurred	(0.4)	(0.3)	(0.3)	19.9	(0.7)	4.9	14.2	22.4	59.7
2005 And 2009 Restructuring Programs [Member] | Corporate [Member]
Charges incurred	$ (1.2)	$ 0.8	$ 11.0	$ 12.0	$ (3.0)	$ 12.7	$ 29.5	$ 6.1	$ 67.9

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current Assets
Cash, including cash equivalents of $762.9 and $623.7	$ 1,209.6	$ 1,245.1
Accounts receivable (less allowances of $161.4 and $174.5)	751.9	761.5
Inventories	1,135.4	1,161.3
Prepaid expenses and other	832.0	930.9
Total current assets	3,928.9	4,098.8
Property, plant and equipment, at cost
Land	66.6	65.4
Buildings and improvements	1,165.9	1,150.4
Equipment	1,479.3	1,493.0
Property, plant and equipment, at cost	2,711.8	2,708.8
Less accumulated depreciation	(1,161.6)	(1,137.3)
Property, plant and equipment, net, total	1,550.2	1,571.5
Goodwill	374.9	473.1
Other intangible assets, net	120.3	279.9
Other assets	1,408.2	1,311.7
Total assets	7,382.5	7,735.0
Current Liabilities
Debt maturing within one year	572.0	849.3
Accounts payable	920.0	850.2
Accrued compensation	266.6	217.1
Other accrued liabilities	661.0	663.6
Sales and taxes other than income	211.4	212.4
Income taxes	73.6	98.4
Total current liabilities	2,704.6	2,891.0
Long-term debt	2,623.9	2,459.1
Employee benefit plans	637.6	603.0
Accrued Income Taxes, Noncurrent	52.0	67.0
Other liabilities	131.1	129.7
Total liabilities	6,149.2	6,149.8
Commitments and contingencies (Notes 14 and 16)
Shareholders' equity
Common stock, par value $.25 - authorized 1,500 shares; Issued 746.7 and 744.9 shares	188.3	187.3
Additional paid-in capital	2,119.6	2,077.7
Retained earnings	4,357.8	4,726.1
Accumulated other comprehensive loss	(876.7)	(854.4)
Treasury stock, at cost (314.5 and 314.1 shares)	(4,571.9)	(4,566.3)
Total Avon shareholders' equity	1,217.1	1,570.4
Noncontrolling interest	16.2	14.8
Total shareholders' equity	1,233.3	1,585.2
Total liabilities and shareholders' equity	$ 7,382.5	$ 7,735.0

XML

Employee Benefit Plans (Weighted-Average Assumptions used to Determine Net Benefit Cost) (Details)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Rate of return on assets	7.28%
Pension Benefits U.S. Plans [Member]
Discount rate	4.10%	4.80%	5.35%
Rate of return on assets	7.75%	8.00%	8.00%
Pension Benefits Non-U.S. Plans [Member]
Discount rate	5.30%	5.60%	6.04%
Rate of compensation increase	4.13%	4.00%	4.04%
Rate of return on assets	6.85%	7.16%	7.31%
Postretirement Benefits [Member]
Discount rate	4.66%	5.28%	5.83%
Minimum [Member] | Pension Benefits U.S. Plans [Member]
Rate of compensation increase	4.00%	4.00%	4.00%
Maximum [Member] | Pension Benefits U.S. Plans [Member]
Rate of compensation increase	6.00%	6.00%	6.00%

XML

Consolidated Statements of Shareholders Equity Parentheticals (Parentheticals) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Amortization of net actuarial losses, prior service cost, and transition obligation, net of taxes	$ 15.8	$ 14.5	$ 12.2
Adjustments of net actuarial losses and prior service cost, net of taxes	17.8	46.9	5.1
Sale of Avon Japan, net of taxes	0	0	8.1
Net derivative losses on cash flow hedges, net of taxes	2.1	2.1	2.2
Dividends per share	$ 0.75	$ 0.92	$ 0.88
Purchases and sales of noncontrolling interests, net of dividends paid	$ 3.5	$ 5.1	$ 3.8

XML

Accumulated Other Comprehensive Loss (Components of Comprehensive Loss) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Foreign currency translation adjustments	$ (317.6)	$ (325.0)
Pension and postretirement adjustment, net of taxes of $257.4 and $252.9	(548.0)	(515.9)
Net derivative losses from cash flow hedges, net of taxes of $3.7 and $5.8	(11.1)	(13.5)
Total	(876.7)	(854.4)
Pension and postretirement adjustment, tax impact	257.4	252.9
Net derivative losses from cash flow hedges, tax impact	$ 3.7	$ 5.8

XML

Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended					12 Months Ended												12 Months Ended
	Aug. 31, 2009 Years	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2012 U.S. Qualified Pension Plan [Member]	Dec. 31, 2011 U.S. Qualified Pension Plan [Member]	Dec. 31, 2012 Personal Savings Account Plan [Member]	Dec. 31, 2011 Personal Savings Account Plan [Member]	Dec. 31, 2010 Personal Savings Account Plan [Member]	Dec. 31, 2012 Pension Benefits U.S. Plans [Member]	Dec. 31, 2011 Pension Benefits U.S. Plans [Member]	Dec. 31, 2010 Pension Benefits U.S. Plans [Member]	Dec. 31, 2012 Pension Benefits Non-U.S. Plans [Member]	Dec. 31, 2011 Pension Benefits Non-U.S. Plans [Member]	Dec. 31, 2010 Pension Benefits Non-U.S. Plans [Member]	Dec. 31, 2012 U.S. Pension and Postretirement Plans [Member]	Dec. 31, 2011 U.S. Pension and Postretirement Plans [Member]	Dec. 31, 2012 International Pension and Postretirement Plans [Member]	Dec. 31, 2012 Corporate and Government Bonds [Member] Pension Benefits U.S. Plans [Member]	Dec. 31, 2012 Equity Securities and High Yield Securities [Member] Pension Benefits U.S. Plans [Member]
Maximum employee contribution to plan							25.00%
Maximum contribution for eligible participants							3.00%
Employer match toward contributions, fifty cents for dollar, minimum							4.00%
Employer match toward contributions, fifty cents for dollar, maximum							6.00%
Employer contribution							$ 12.2	$ 12.6	$ 12.5
Change in plan obligations, due to retiree medical benefits reduction	(36.3)
Average future service of active participants, years	12
Change in plan obligations, due to retiree life insurance benefits reduction	(27.7)
Remaining term of plan, years	3.3
Qualified pension plans, benefit obligations					728.8	683.5				(792.7)	(753.7)	(702.6)	(838.5)	(746.7)	(720.3)
Qualified pension plans, plan assets					529.2	493.4				529.2	493.4	451.7	609.3	536.4	540.6		536.0
Discount rate		4.11%		4.69%						3.55%	4.10%		4.63%	5.30%
Rate of return on assets		7.28%								7.75%	8.00%	8.00%	6.85%	7.16%	7.31%
Corporate and government bonds and mortgage-backed securities										100.00%	100.00%		100.00%	100.00%
Assumptions Used Calculating Net Periodic Benefit, Debt Securities Allocation										35.00%
Assumptions Used Calculating Net Periodic Benefit, Equity Securities Allocation										65.00%
Expected long term rate of return on debt securities, minimum																			2.00%
Expected long term rate of return on debt securities, maximum																			4.00%
Expected long term rate of return on equity securities, minimum																				6.00%
Expected long term rate of return on equity securities, maximum																				10.00%
Employer's expected minimum contribution																55.0		40.0
Employer's expected maximum contribution																60.0		45.0
Assumed health care trend rate		9.65%
Ultimate health care trend rate		5.12%
Year that rate reaches ultimate trend rate		2017
Employee benefit plans liability		52.2		69.5
Healtchare Trust Assets			40.0
Healthcare trust assets		$ 26.9		$ 0

XML

Restructuring Initiatives (Restructuring Charges Incurred To Date for 2005 and 2009 Restructuring Program) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended								96 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Dec. 31, 2012
2005 And 2009 Restructuring Programs [Member]
Charges incurred	$ (12.1)	$ 3.4	$ 41.3	$ 130.3	$ 17.8	$ 109.3	$ 192.1	$ 51.6	$ 533.7
Corporate [Member]
Charges incurred	32.4
Corporate [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred	(1.2)	0.8	11.0	12.0	(3.0)	12.7	29.5	6.1	67.9
Latin America [Member]
Charges incurred	13.8
Latin America [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred	(7.8)	2.1	13.6	19.2	1.9	14.9	34.6	3.5	82.0
Europe Middle East & Africa [Member]
Charges incurred	10.2
Europe Middle East & Africa [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred	(1.0)	1.9	(0.8)	52.5	20.7	69.8	52.0	12.7	207.8
Asia Pacific [Member]
Charges incurred	4.3
Asia Pacific [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred	(0.4)	(0.3)	(0.3)	19.9	(0.7)	4.9	14.2	22.4	59.7
North America [Member]
Charges incurred	4.7
North America [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred	(1.7)	(1.1)	17.8	26.7	(1.1)	7.0	61.8	6.9	116.3
Contract Termination [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred									21.6
Currency Translation Adjustment Write Offs [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred									11.6
Inventory Write Offs [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred									7.2
Asset Write Offs [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred									10.8
Employee Related Costs [Member] | 2005 And 2009 Restructuring Programs [Member]
Charges incurred									$ 482.5

XML

Financial Instruments and Risk Management (Impact of Cash Flow Hedges on Accumulated Other Comprehensive Income) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Gain (Loss) on Interest Rate Fair Value Hedge Ineffectiveness	$ 0	$ 0	$ 0
Net unamortized losses at end of year, net of taxes of $5.8 and $7.9	(13.5)
Net unamortized losses at end of year, net of taxes of $3.7 and $5.8	(11.1)	(13.5)
Treasury Locks [Member]
Net unamortized losses at end of year, net of taxes of $5.8 and $7.9	(10.7)	(14.6)
Reclassification of net losses to earnings, net of taxes of $2.1 and $2.1	3.9	3.9
Net unamortized losses at end of year, net of taxes of $3.7 and $5.8	(6.8)	(10.7)	(14.6)
Net unamortized losses at beginning of year, tax effect	3.7	5.8	7.9
Reclassification of net losses to earnings, tax effect	2.1	2.1
Net unamortized losses at end of year, tax effect	$ 3.7	$ 5.8	$ 7.9

XML

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets

Acquisitions

In July 2010, we acquired substantially all the assets and liabilities of Silpada Designs, Inc. ("Silpada"), for approximately $650 in cash, plus a potential additional payment in early 2015 based on the achievement of earnings growth of the Silpada North America business during the periods between 2012 through 2014. Silpada is included within our North America segment. The purchase price allocation resulted in goodwill of $314.7, an indefinite-lived trademark of $150.0 and customer relationships of $172.8. The customer relationships have an average 10-year useful life. At the date of the acquisition, a liability of approximately $26 was recorded associated with this potential additional consideration ("contingent consideration"), based on a valuation of the estimated fair value of the liability after probability-weighting and discounting various potential payments. At December 31, 2010, we estimated that the fair value of the contingent consideration liability was $11, and zero at both December 31, 2011 and 2012. The changes in the fair value of the contingent consideration were recorded within selling, general and administrative expenses in the respective periods.

In March 2010, we acquired Liz Earle Beauty Co. Limited ("Liz Earle"). The acquired business is included in our Europe, Middle East & Africa operating segment. The purchase price allocation resulted in goodwill of $123.6, indefinite-lived trademarks of $22.8, licensing agreements of $8.7 and customer relationships of $4.7. The licensing agreements and customer relationships have a weighted average 8-year useful life.

The following unaudited pro forma summary presents the Company’s consolidated information as if Silpada and Liz Earle had been acquired on January 1, 2010:

	2010
Pro forma Revenue results including Acquisitions	$	10,975.8
Pro forma Operating profit results including Acquisitions	1,084.9
Pro forma Income from continuing operations, net of tax results including Acquisitions	601.9

Impairment Assessment Methods and Assumptions

The quantitative test to evaluate goodwill for impairment is a two step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of any reporting unit is less than its carrying value, we perform a second step to determine the implied fair value of the reporting unit’s goodwill. The second step of the impairment analysis requires a valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the resulting implied fair value of the reporting unit’s goodwill is less than its carrying value, that difference represents an impairment.

The impairment analyses performed for goodwill and intangible assets require several estimates in computing the estimated fair value of a reporting unit, an indefinite-lived intangible asset, and a finite-lived intangible asset. We use a DCF approach to estimate the fair value of a reporting unit, which we believe is the most reliable indicator of fair value of a business, and is most consistent with the approach a marketplace participant would use. The estimation of fair value utilizing a DCF approach includes numerous uncertainties which require our significant judgment when making assumptions of expected growth rates and the selection of discount rates, as well as assumptions regarding general economic and business conditions, and the structure that would yield the highest economic value, among other factors. Key assumptions used in measuring the fair values of Silpada and China included the discount rate (based on the weighted-average cost of capital) and revenue growth, as well as silver prices and Representative growth and activity rates for Silpada. The fair value of Silpada's indefinite-lived trademark was determined using a risk-adjusted DCF model under the relief-from-royalty method. The royalty rate used was based on a consideration of market rates. The fair value of the Silpada finite-lived customer relationships was determined using a DCF model under the multi-period excess earnings method. A significant decline in expected future cash flows and growth rates or a change in the discount rate used to fair value expected future cash flows may result in future impairment charges.

2012 Silpada Impairment Assessment

During our year-end 2012 close process, we completed our annual goodwill impairment assessment as of November 30, 2012 and subsequently determined that the goodwill associated with Silpada was impaired. Specifically, the results of our annual impairment testing during the quarter ended December 31, 2012, indicated that the estimated fair value of our Silpada reporting unit was less than its respective carrying amount. This was primarily the result of the weaker than expected performance in the fourth quarter of 2012, largely due to lower Representative counts and activity rates, and as a result we lowered our revenue and earnings projections for Silpada. The decline in the fair values of the Silpada reporting unit, the trademark, and customer relationships was driven by the reduction in the forecasted growth rates and cash flows used to estimate fair value. As a result of our impairment testing, we recorded a non-cash before tax impairment charge of $72.1 ($45.6 after tax) to reduce the carrying amount of goodwill for Silpada to its estimated fair value. Following the impairment charge, the carrying value of the Silpada goodwill was $44.6.

Our impairment testing for indefinite-lived intangible assets as of November 30, 2012, also indicated a decline in the fair value of our Silpada trademark intangible asset below its respective carrying value. This resulted in a non-cash before tax impairment charge of $45.0 ($28.5 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada trademark was $40.0.

We also performed an impairment test for our Silpada finite-lived intangible assets as of November 30, 2012, which indicated the carrying value of our Silpada customer relationships asset exceeded estimated future undiscounted cash flows of the business. This resulted in a non-cash before tax impairment charge of $91.9 ($58.1 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada customer relationships was $40.0.

2012 China Impairment Assessment

Based on the continued decline in revenue performance in China during the third quarter of 2012 and a corresponding lowering of our long-term growth estimates in China, we completed an interim impairment assessment of the fair value of goodwill related to our operations in China. The changes to our long-term growth estimates were based on the state of our China business, which was predominantly retail at that time. We are still analyzing our long-term strategic plan for China and any changes to our long-term strategic plan may impact our expectations of future financial performance. Based upon this interim analysis, we determined that the goodwill related to our operations in China was impaired. Specifically, the results of our interim impairment test indicated the estimated fair value of our China reporting unit was less than its respective carrying amount. As a result of our impairment testing, we recorded a non-cash impairment charge of $44.0 ($44.0 after tax) to reduce the carrying amount of goodwill for China to its estimated fair value. Following the impairment charge, the carrying value of the China goodwill was approximately $37.3.

2011 Silpada Impairment Assessment

In the second quarter of 2011, due to the impact of rising silver prices and declines in revenues relative to our internal forecasts, we completed an interim impairment assessment of the fair value of goodwill and an indefinite-lived intangible asset related to Silpada. Based upon this interim analysis, the estimated fair value of the Silpada reporting unit and its trademark exceeded their respective carrying value. In the third quarter of 2011, we considered whether any circumstances existed that would more likely than not reduce the estimated fair values of the Silpada reporting unit and its trademark below their respective carrying values and concluded another interim impairment analysis was not considered necessary.

During our year-end 2011 close process, we completed our annual goodwill impairment assessment as of November 30, 2011 and subsequently determined that the goodwill associated with Silpada was impaired. Specifically, the results of our annual impairment testing during the quarter ended December 31, 2011, indicated that the estimated fair value of our Silpada reporting unit was less than its respective carrying amount. As a result of our impairment testing, we recorded a non-cash before tax impairment charge of $198.0 ($125.1 after tax) to reduce the carrying amount of goodwill for Silpada to its estimated fair value. Following the impairment charge, the carrying value of the Silpada goodwill was $116.7.

Our impairment testing for indefinite-lived intangible assets as of November 30, 2011, also indicated a decline in the fair value of our Silpada trademark intangible asset below its respective carrying value. This resulted in a non-cash before tax impairment charge of $65.0 ($41.1 after tax) to reduce the carrying amount of this asset to its estimated fair value. Following the impairment charge, the carrying value of the Silpada trademark was $85.0.

Following weaker than expected performance in the fourth quarter, we lowered our revenue and earnings projections for Silpada largely due to the rise in silver prices, which nearly doubled since the acquisition, and the negative impact of pricing on revenues and margins. The decline in the fair values of the Silpada reporting unit and the underlying trademark was driven by the reduction in the forecasted growth rates and cash flows used to estimate fair value.

Goodwill

	Latin America		Europe, Middle East & Africa		North America			Asia Pacific			Total
Gross balance at December 31, 2011	$	111.8	$	160.8	$	314.7		$	83.8		$	671.1
Accumulated impairments	—		—		(198.0		)	—			(198.0		)
Net balance at December 31, 2011	$	111.8	$	160.8	$	116.7		$	83.8		$	473.1
Changes during the period ended December 31, 2012:
Impairment	$	—	$	—	$	(72.1	)	$	(44.0	)	$	(116.1	)
Other(1)	11.0		6.5		—			.4			17.9
Gross balance at December 31, 2012	$	122.8	$	167.3	$	314.7		$	84.2		$	689.0
Accumulated impairments	—		—		(270.1		)	(44.0		)	(314.1		)
Net balance at December 31, 2012	$	122.8	$	167.3	$	44.6		$	40.2		$	374.9

(1) Other is primarily comprised of foreign currency translation.

Other intangible assets

	2012					2011
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	93.5	$	(47.1	)	$	221.8	$	(65.2	)
Licensing agreements	62.8		(53.6		)	58.2		(47.4		)
Noncompete agreements	8.6		(8.6		)	8.1		(6.6		)
Trademarks	6.6		(6.3		)	6.6		(4.0		)
Indefinite-Lived Trademarks	64.4		—			108.4		—
Total	$	235.9	$	(115.6	)	$	403.1	$	(123.2	)

Estimated Amortization Expense:
2013	$	8.5
2014	7.3
2015	6.7
2016	5.9
2017	5.5

Actual amortization expense may differ from the amounts above due to, among other things, future acquisitions, disposals, impairments, accelerated amortization or fluctuations in foreign currency exchange rates. Aggregate amortization expense was $25.8, $21.5, and $13.1 for the years ended December 31, 2012, 2011, and 2010, respectively.

XML

Goodwill and Intangible Assets (Aggregate and Estimated Amortization Expense) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Goodwill and Intangible Assets Disclosure [Abstract]
Aggregate Amortization Expense	$ 25.8	$ 21.5	$ 13.1
2013	8.5
2014	7.3
2015	6.7
2016	5.9
2017	$ 5.5

XML

Share-Based Compensation Plans (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended									34 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2011 Stock Options [Member]	Dec. 31, 2010 Stock Options [Member]	Dec. 31, 2012 Restricted Stock Units [Member]	Dec. 31, 2012 Restricted Stock Units and Performance Restricted Stock Units [Member]	Dec. 31, 2012 Performance Restricted Stock Units [Member]	Dec. 31, 2014 Performance Restricted Stock Units [Member]	Dec. 31, 2012 2010 Plan [Member]	Dec. 31, 2012 Restricted Stock Units - Treasury Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost										$ 0.9
Granted, weighted-average grant-date fair value							$ 18.13		$ 19.45			$ 21.69
Maximum award, number of shares											32,000,000
Multiplier for grant award	2.33
Vesting period, years				3 years			3 years		3 years			5 years
Allocated Share-based Compensation Expense	41.1	36.6	57.6									1.4
Common Stock, Dividends, Per Share, Declared	$ 0.23	$ 0.23	$ 0.22
Contractual term, years				10 years
Weighted-average grant-date fair value per share				$ 3.55	$ 6.51	$ 7.91
Fair value vested during period							22.8
Unrecognized compensation cost				3.8				43.7				2.9
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition				1 year 3 months 18 days				1 year 9 months 18 days
Granted, restricted stock and units							1,792,000		1,998,000			200,000
Incremental compensation cost associated with modification of stock award recognized									$ 0.3

XML

Financial Instruments and Risk Management (Tables)

12 Months Ended

Dec. 31, 2012

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Schedule of Fair Value of All Derivative Contracts

Derivatives are recognized on the balance sheet at their fair values. The following table presents the fair value of derivative instruments outstanding at December 31, 2012:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets/ Prepaid expenses and other	$	93.1	Other liabilities	$	—
Total derivatives designated as hedges		$	93.1		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Prepaid expenses and other	$	1.7	Accounts payable	$	1.7
Foreign exchange forward contracts	Prepaid expenses and other	4.9		Accounts payable	1.5
Total derivatives not designated as hedges		$	6.6		$	3.2
Total derivatives		$	99.7		$	3.2

The following table presents the fair value of derivative instruments outstanding at December 31, 2011:

	Asset			Liability
	Balance  Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives designated as hedges:
Interest-rate swap agreements	Other assets	$	147.6	Other liabilities	$	—
Foreign exchange forward contracts	Prepaid expenses and other	1.2		Accounts payable	—
Total derivatives designated as hedges		$	148.8		$	—
Derivatives not designated as hedges:
Interest-rate swap agreements	Other assets	$	6.0	Other liabilities	$	6.0
Foreign exchange forward contracts	Prepaid expenses and other	4.4		Accounts payable	10.5
Total derivatives not designated as hedges		$	10.4		$	16.5
Total derivatives		$	159.2		$	16.5

Impact of Cash Flow Hedges on Accumulated Other Comprehensive Income

For the years ended December 31, 2012 and 2011, treasury lock agreements impacted AOCI as follows:

	2012			2011
Net unamortized losses at beginning of year, net of taxes of $5.8 and $7.9	$	(10.7	)	$	(14.6	)
Reclassification of net losses to earnings, net of taxes of $2.1 and $2.1	3.9			3.9
Net unamortized losses at end of year, net of taxes of $3.7 and $5.8	$	(6.8	)	$	(10.7	)

XML

Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Share-Based Compensation Plans

Share-Based Compensation Plans

The Avon Products, Inc. 2010 Stock Incentive Plan (the "2010 Plan"), which is a shareholder approved plan, provides for several types of share-based incentive compensation awards including stock options, stock appreciation rights, restricted stock, restricted stock units and performance restricted stock units. Under the 2010 Plan, the maximum number of shares that may be awarded is 32,000,000 shares, where the maximum number of shares are reduced as follows: (i) in the case of the grant of an award of an option or Stock Appreciation Right ("SAR"), by each share of stock subject to such an award and (ii) in the case of the grant of an award payable in stock other than an option or SAR by 2.33 multiplied by each share of stock subject to such award. Shares issued under share-based awards will be primarily funded with issuance of new shares.

We have issued stock options, stock appreciation rights, restricted stock units and performance restricted stock units under the 2010 Plan. Stock option awards are granted with an exercise price equal to the closing market price of our stock at the date of grant. Those option awards and stock appreciation rights generally vest in thirds over the three-year period following each option grant date and have ten-year contractual terms. Restricted stock units granted to Associates generally vest and settle after three years. Restricted stock units awarded to non-management directors generally vest in approximately one year and settle upon a director's departure from the Board of Directors. Performance restricted stock units generally vest after three years only upon the satisfaction of certain performance conditions.

For the years ended December 31:

	2012		2011		2010
Compensation cost for stock options, stock appreciation rights and restricted stock units	$	41.1	$	36.6	$	57.6
Total income tax benefit recognized for share-based arrangements	13.0		11.7		18.7

All of the compensation cost for stock options, stock appreciation rights, and restricted stock units for 2012, 2011, and 2010 was recorded in selling, general and administrative expenses. For the years ended December 31, 2012, 2011, and 2010, we have determined that we have a pool of windfall tax benefits.

Stock Options

The fair value of each option is estimated on the date of grant using a Black-Scholes-Merton option-pricing model with the following weighted-average assumptions for options granted during the years ended December 31:

	2012		2011		2010
Risk-free rate(1)	.7	%	1.8	%	1.9	%
Expected term(2)	4 years		4 years		4 years
Expected volatility(3)	38	%	38	%	38	%
Expected dividends(4)	5.0	%	3.0	%	3.0	%

(1) The risk-free rate was based upon the rate on a zero coupon U.S. Treasury bill, for periods within the contractual life of the option, in effect at the time of grant.

(2) The expected term of the option was based on historical employee exercise behavior, the vesting terms of the respective option and a contractual life of 10 years.

(3) Expected volatility was based on the weekly historical volatility of our stock price, over a period similar to the expected life of the option.

(4) Assumed the then-current cash dividends of $.23 during 2012, $.23 during 2011 and $.22 during 2010 per share each quarter on our common stock for options granted during those years.

The weighted-average grant-date fair values per share of options granted were $3.55 during 2012, $6.51 during 2011 and $7.91 during 2010.

A summary of stock options as of December 31, 2012, and changes during 2012, is as follows:

	Shares (in 000’s)		Weighted- Average Exercise Price		Weighted- Average Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2012	28,361		$	31.30
Granted	1,775		18.24
Exercised	(556	)	15.50
Forfeited	(377	)	23.63
Expired	(2,913	)	29.69
Outstanding at December 31, 2012	26,290		$	31.00	4.3	$	2.2
Exercisable at December 31, 2012	22,580		$	31.76	3.8	$	.1

At December 31, 2012, there was approximately $3.8 of unrecognized compensation cost related to stock options outstanding. That cost is expected to be recognized over a weighted-average period of 1.3 years. We recognize expense on stock options using a graded vesting method, which recognizes the associated expense based on the timing of option vesting dates.

Cash proceeds, tax benefits, and intrinsic value related to total stock options exercised during 2012, 2011, and 2010, were as follows:

	2012			2011		2010
Cash proceeds from stock options exercised	$	8.6		$	16.8	$	23.9
Tax (obligation)/ benefit realized for stock options exercised	(3.7		)	1.3		3.3
Intrinsic value of stock options exercised	2.2			10.0		14.6

Restricted Stock, Restricted Stock Units and Performance Restricted Stock Units

The fair value of restricted stock units and performance restricted stock units granted was determined based on the closing price of our common stock on the date of grant.

In March 2011 we granted performance restricted stock units that vest after three years only upon the satisfaction of certain performance conditions. We accrue compensation cost if it is probable that the performance conditions will be achieved and reassess whether achievement of the performance conditions are probable at each reporting period. In the fourth quarter of 2011, we assessed that it is no longer probable that we would meet the specified performance conditions, and reversed the compensation cost recognized to-date.

In March 2012, we granted performance restricted stock units that vest after three years only upon the satisfaction of certain performance conditions. Later in March 2012, we amended one of these performance conditions associated with this award. As a result, the incremental compensation cost associated with this modification totaled $.9, of which $.3 was recognized in 2012. We currently believe that the achievement of the performance conditions is probable.

A summary of restricted stock and restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Restricted Stock And Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012	3,317		$	23.88
Granted	1,792		18.13
Vested	(1,233	)	17.41
Forfeited	(409	)	24.07
December 31, 2012	3,467		$	23.18

A summary of performance restricted stock units at December 31, 2012, and changes during 2012, is as follows:

	Performance Restricted Stock Units (in 000’s)		Weighted-Average Grant-Date Fair Value
January 1, 2012(1)	1,021		$	27.72
Granted	1,998		19.45
Vested	—		—
Forfeited	(110	)	23.80
December 31, 2012(1)	2,909		$	22.19

(1) Based on target payout

The total fair value of restricted stock units that vested during 2012 was $22.8, based upon market prices on the vesting dates. At December 31, 2012, there was approximately $43.7 of unrecognized compensation cost related to restricted stock, restricted stock units and performance restricted stock units compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.8 years.

In addition to the amounts in the table above, in April 2012 we granted 200,000 restricted stock units that will be funded with treasury shares, outside of the 2010 Plan, in reliance upon The New York Stock Exchange rules. These restricted stock units have a weighted-average grant-date fair value of $21.69 and vest and settle ratably over five years. During 2012, we recognized compensation cost of $1.4 for these restricted stock units. At December 31, 2012, there was $2.9 of unrecognized compensation cost related to these restricted stock units.

XML

Segment Information (Revenue by Product Category) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended											12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Net sales												$ 10,546.1		$ 11,112.0		$ 10,731.3
Other revenue												171.0	[1]	179.6	[1]	131.5	[1]
Total revenue	2,999.1	2,550.9	2,591.7	[2]	2,575.4	[2]	3,043.7	[2]	2,762.4	2,856.4	2,629.1	10,717.1		11,291.6		10,862.8
Beauty [Member]
Net sales												7,642.7	[3]	8,067.8	[3]	7,671.3	[3]
Fashion [Member]
Net sales												1,891.7	[4]	1,995.5	[4]	2,016.5	[4]
Home [Member]
Net sales												$ 1,011.7	[5]	$ 1,048.7	[5]	$ 1,043.5	[5]

[1] Other revenue primarily includes shipping and handling and order processing fees billed to Representatives.

[2] As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, we recorded out-of-period adjustments in 2012 and 2011 that related to prior periods.2012During the first quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $14 before tax ($10 after tax) which related to 2011 and was associated with bad debt expense in our South Africa operations. During the second quarter of 2012, we recorded an out-of-period adjustment which increased earnings by approximately $5 before tax ($3 after tax) which related to prior years and was associated with vendor liabilities in North America. During the second quarter of 2012, we recorded an out-of-period adjustment which decreased earnings by approximately $4 before tax ($4 after tax) which related to prior years and was associated with brochure costs in Poland. In addition to the adjustments previously mentioned, in 2012, we also recorded out-of-period adjustments in the aggregate of approximately $1 before tax ($5 after tax) that related to prior years.2011During the first quarter of 2011, we recorded out-of-period adjustments associated with Discontinued operations, net of tax for prior periods resulting in a charge of approximately $9, which would have decreased Discontinued operations, net of tax during the fourth quarter of 2010 by approximately $13 and increased a prior period by approximately $4.During the fourth quarter of 2011, we recorded adjustments of approximately $25 before tax ($17 after tax) of which approximately $14 before tax ($10 after tax) related to prior quarters of 2011 and was primarily associated with inventory in our Brazil operations. The remaining fourth quarter out-of-period adjustments of approximately $11 before tax ($7 after tax) related to prior years. During the other quarters of 2011, we also recorded out-of-period adjustments in the aggregate of approximately $10 before tax ($7 after tax) that related to prior years.We evaluated the out-of-period adjustments in 2012 and 2011, both individually and in the aggregate, in relation to the quarterly and annual periods in which they originated and the annual period in which they were corrected, and concluded that these adjustments were not material to the consolidated annual financial statements for all impacted periods.

[3] Beauty includes color cosmetics, fragrances, skin care and personal care.

[4] Fashion includes fashion jewelry, watches, apparel, footwear, accessories, and children’s products.

[5] Home includes gift and decorative products, housewares, entertainment and leisure products, children’s products and nutritional products.