10-Q

UNITED STATES OF AMERICA

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

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

For the quarterly period ended March 31, 2015

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) (Zip code)

(212) 282-5000

(Telephone Number, including area code)

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  Q    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  Q    No  ¨

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	Q	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 Exchange Act).    Yes  ¨    No  Q

The number of shares of Common Stock (par value $0.25) outstanding at March 31, 2015 was 435,082,760.

TABLE OF CONTENTS

		Page Numbers
Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income Three Months Ended March 31, 2015 and March 31, 2014	3
	Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2015 and March 31, 2014	4
	Consolidated Balance Sheets March 31, 2015 and December 31, 2014	5
	Consolidated Statements of Cash Flows Three Months Ended March 31, 2015 and March 31, 2014	6
	Notes to Consolidated Financial Statements	7-20
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21-37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
Part II. Other Information
Item 1.	Legal Proceedings	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	39
	Signature	40

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended
(In millions, except per share data)	March 31, 2015			March 31, 2014
Net sales	$	1,762.5		$	2,141.7
Other revenue	31.7			41.9
Total revenue	1,794.2			2,183.6
Costs, expenses and other:
Cost of sales	707.3			955.4
Selling, general and administrative expenses	1,124.5			1,279.1
Operating loss	(37.6		)	(50.9		)
Interest expense	28.6			27.5
Interest income	(3.0		)	(3.8		)
Other expense, net	19.4			66.4
Total other expenses	45.0			90.1
Loss before taxes	(82.6		)	(141.0		)
Income taxes	(63.8		)	(26.2		)
Net loss	(146.4		)	(167.2		)
Net income attributable to noncontrolling interests	(0.9		)	(1.1		)
Net loss attributable to Avon	$	(147.3	)	$	(168.3	)
Loss per share:
Basic	$	(0.33	)	$	(0.38	)
Diluted	(0.33		)	(0.38		)
Cash dividends per common share	$	0.06		$	0.06

The accompanying notes are an integral part of these statements.

3

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
(In millions)	March 31, 2015			March 31, 2014
Net loss	$	(146.4	)	$	(167.2	)
Other comprehensive loss:
Foreign currency translation adjustments	(126.6		)	(8.9		)
Change in derivative losses on cash flow hedges, net of taxes of $0.0 and $0.2	0.4			0.3
Adjustments of and amortization of net actuarial loss and prior service cost, net of taxes of $0.3 and $4.1	9.7			8.0
Total other comprehensive loss, net of taxes	(116.5		)	(0.6		)
Comprehensive loss	(262.9		)	(167.8		)
Less: comprehensive income (loss) attributable to noncontrolling interests	0.4			(1.5		)
Comprehensive loss attributable to Avon	$	(263.3	)	$	(166.3	)

The accompanying notes are an integral part of these statements.

4

AVON PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions)	March 31, 2015			December 31, 2014
Assets
Current Assets
Cash and cash equivalents	$	668.9		$	960.5
Accounts receivable, net	509.4			563.5
Inventories	824.5			822.2
Prepaid expenses and other	589.9			618.3
Total current assets	2,592.7			2,964.5
Property, plant and equipment, at cost	2,065.4			2,292.6
Less accumulated depreciation	(1,007.6		)	(1,061.6		)
Property, plant and equipment, net	1,057.8			1,231.0
Goodwill	235.6			249.3
Other assets	986.2			1,052.0
Total assets	$	4,872.3		$	5,496.8
Liabilities and Shareholders’ Equity
Current Liabilities
Debt maturing within one year	$	378.8		$	137.1
Accounts payable	820.0			895.4
Accrued compensation	167.2			210.5
Other accrued liabilities	461.4			598.8
Sales and taxes other than income	152.0			168.6
Income taxes	27.4			36.8
Total current liabilities	2,006.8			2,047.2
Long-term debt	2,208.2			2,463.9
Employee benefit plans	478.4			501.8
Long-term income taxes	78.7			77.8
Other liabilities	87.5			100.8
Total liabilities	4,859.6			5,191.5
Shareholders’ Equity
Common stock	187.8			187.6
Additional paid-in capital	2,206.1			2,207.9
Retained earnings	3,529.3			3,702.9
Accumulated other comprehensive loss	(1,333.6		)	(1,217.6		)
Treasury stock, at cost	(4,592.8		)	(4,591.0		)
Total Avon shareholders’ (deficit) equity	(3.2		)	289.8
Noncontrolling interests	15.9			15.5
Total shareholders’ equity	12.7			305.3
Total liabilities and shareholders’ equity	$	4,872.3		$	5,496.8

The accompanying notes are an integral part of these statements.

5

AVON PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
(In millions)	March 31, 2015			March 31, 2014
Cash Flows from Operating Activities
Net loss	$	(146.4	)	$	(167.2	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	31.8			35.4
Amortization	9.5			11.6
Provision for doubtful accounts	38.7			50.8
Provision for obsolescence	15.7			26.4
Share-based compensation	(0.1		)	11.5
Foreign exchange losses	6.4			8.3
Deferred income taxes	28.4			(10.4		)
Charge for Venezuelan monetary assets and liabilities	(4.2		)	53.7
Charge for Venezuelan non-monetary assets	101.7			115.7
Other	9.0			7.8
Changes in assets and liabilities:
Accounts receivable	(27.6		)	(41.7		)
Inventories	(73.1		)	(97.8		)
Prepaid expenses and other	(6.7		)	(23.2		)
Accounts payable and accrued liabilities	(149.1		)	(29.1		)
Income and other taxes	(14.1		)	(21.5		)
Noncurrent assets and liabilities	(18.0		)	(42.9		)
Net cash used by operating activities	(198.1		)	(112.6		)
Cash Flows from Investing Activities
Capital expenditures	(22.4		)	(29.6		)
Disposal of assets	2.4			2.6
Purchases of investments	(4.6		)	(5.8		)
Proceeds from sale of investments	0.6			6.2
Net cash used by investing activities	(24.0		)	(26.6		)
Cash Flows from Financing Activities
Cash dividends	(26.2		)	(28.7		)
Debt, net (maturities of three months or less)	(6.3		)	1.8
Repayment of debt	(2.9		)	(10.6		)
Net proceeds from exercise of stock options	—			0.2
Repurchase of common stock	(1.9		)	(6.5		)
Net cash used by financing activities	(37.3		)	(43.8		)
Effect of exchange rate changes on cash and equivalents	(32.2		)	(129.8		)
Net decrease in cash and equivalents	(291.6		)	(312.8		)
Cash and equivalents at beginning of year	960.5			1,107.9
Cash and equivalents at end of period	$	668.9		$	795.1

The accompanying notes are an integral part of these statements.

6

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

1. ACCOUNTING POLICIES

Basis of Presentation

We prepare our unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). We consistently applied the accounting policies described in our 2014 Annual Report on Form 10-K ("2014 Form 10-K") in preparing these unaudited financial statements. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year. You should read these unaudited interim consolidated financial statements in conjunction with our consolidated financial statements contained in our 2014 Form 10-K. When used in this report, the terms "Avon," "Company," "we" or "us" mean Avon Products, Inc.

For interim consolidated financial statement purposes, our tax provision is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. We also provide for accruals under our various employee benefit plans for each quarter based on one quarter of the estimated annual expense.

We revised our Consolidated Statements of Cash Flows to correct the presentation of certain financing activities, specifically a decrease of $6.4 in repayment of debt, a decrease of $6.0 in proceeds from debt, and a decrease of $.4 in debt, net for the three months ended March 31, 2014. This revision did not impact the total cash flows from financing activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Additionally, we revised our Consolidated Statements of Cash Flows to reflect income tax receivables of $18.1 for the three months ended March 31, 2014 in income and other taxes, while they had been previously reported in prepaid expenses and other, as we believe that this is a better presentation of our income tax receivables. This revision did not impact the total cash flows from operating activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Venezuela Currency

We account for Venezuela as a highly inflationary economy. In February 2015, the Venezuelan government announced that a new foreign exchange system was created, referred to as the SIMADI exchange ("SIMADI"). SIMADI began operating on February 12, 2015. There are multiple legal mechanisms in Venezuela to exchange currency. As SIMADI represents the rate which better reflects the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SIMADI exchange rate to remeasure our Venezuelan operations effective February 12, 2015. As a result of the change to the SIMADI rate, which caused the recognition of a devaluation of approximately 70% as compared to the exchange rate we used previously, we recorded an after-tax benefit of approximately $3 (a benefit of approximately $4 in other expense, net, and a loss of approximately $1 in income taxes) in the first quarter of 2015, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. The remeasurement of non-monetary assets at the historical U.S. dollar cost basis causes a disproportionate expense as these assets are consumed in operations, negatively impacting operating profit and net income by approximately $5 during the three months ended March 31, 2015. Also as a result, we determined that an adjustment of approximately $11 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2015.

In addition, at February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses in the Latin America segment was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. The fair value of Avon Venezuela's long-lived assets was determined using both market and cost valuation approaches. The valuation analysis performed required several estimates, including market conditions and inflation rates.

In February 2014, the Venezuelan government announced a foreign exchange system which began operating on March 24, 2014, referred to as the SICAD II exchange ("SICAD II"). As SICAD II represented the rate which better reflected the

7

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SICAD II exchange rate to remeasure our Venezuelan operations effective March 31, 2014. As a result of the change to the SICAD II rate, which caused the recognition of a devaluation of approximately 88% as compared to the official exchange rate we used previously, we recorded an after-tax loss of approximately $42 (approximately $54 in other expense, net, and a benefit of approximately $12 in income taxes) in the first quarter of 2014, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. As a result, we determined that an adjustment of approximately $116 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2014.

Standards to be Implemented

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification Topic 606. The core principle of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective beginning in 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect that adopting this new accounting guidance will have on our consolidated financial statements.

2. EARNINGS PER SHARE AND SHARE REPURCHASES

We compute earnings (loss) per share ("EPS") using the two-class method, which is an earnings (loss) allocation formula that determines earnings (loss) 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 (loss) allocated to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the period.

	Three Months Ended
	March 31
(Shares in millions)	2015			2014
Numerator:
Net loss attributable to Avon	$	(147.3	)	$	(168.3	)
Less: Loss allocated to participating securities	2.0			2.0
Loss allocated to common shareholders	(145.3		)	(166.3		)
Denominator:
Basic EPS weighted-average shares outstanding	434.9			434.1
Diluted effect of assumed conversion of stock options	—			—
Diluted EPS adjusted weighted-average shares outstanding	434.9			434.1
Loss per Common Share:
Basic	$	(.33	)	$	(.38	)
Diluted	(.33		)	(.38		)

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

During the three months ended March 31, 2015 and 2014, we did not include stock options to purchase 15.5 million shares and 20.3 million shares, respectively, of Avon common stock in the calculation of diluted EPS as we had net losses attributable to Avon. The inclusion of these shares would decrease the net loss per share, and therefore, their inclusion would be anti-dilutive.

We purchased approximately .2 million shares of Avon common stock for $1.9 during the first three months of 2015, as compared to approximately .5 million shares of Avon common stock for $6.9 during the first three months of 2014, primarily through acquisition of stock from employees in connection with tax payments upon vesting of restricted stock units, and in 2014, also through private transactions with a broker in connection with stock based obligations under our Deferred Compensation Plan.

8

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

3. INVENTORIES

Components of Inventories	March 31, 2015		December 31, 2014
Raw materials	$	229.7	$	248.8
Finished goods	594.8		573.4
Total	$	824.5	$	822.2

4. EMPLOYEE BENEFIT PLANS

	Three Months Ended March 31,
	Pension Benefits
Net Periodic Benefit Costs	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2015			2014			2015			2014			2015			2014
Service cost	$	3.6		$	3.4		$	2.1		$	4.8		$	.3		$	.3
Interest cost	6.3			6.7			7.1			9.1			1.1			1.3
Expected return on plan assets	(8.3		)	(8.4		)	(10.8		)	(9.8		)	—			—
Amortization of prior service credit	(.2		)	(.1		)	—			(.3		)	(1.0		)	(1.1		)
Amortization of net actuarial losses	11.6			10.7			2.7			4.6			.5			.5
Net periodic benefit costs	$	13.0		$	12.3		$	1.1		$	8.4		$	.9		$	1.0

As of March 31, 2015, we made approximately $6 and $6 of contributions to the U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively. During the remainder of 2015, we anticipate contributing approximately $45 to $50 and $20 to $25 to fund our U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively.

5. CONTINGENCIES

Settlements of FCPA Investigations

As previously reported, we 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 was conducted under the oversight of our Audit Committee, began in June 2008. The internal investigation and compliance reviews 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 complete. In connection with the internal investigation and compliance reviews, certain personnel actions, including termination of employment of certain senior members of management, were taken. In connection with the internal investigation and compliance reviews, we have enhanced 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 U.S. Securities and Exchange Commission (the "SEC") and the U.S. Department of Justice (the "DOJ") to advise both agencies of our internal investigation. We cooperated with investigations of these matters by the SEC and the DOJ.

As previously reported, in December 2014, the United States District Court for the Southern District of New York (the "USDC") approved a deferred prosecution agreement (the "DPA") entered into between the Company and the DOJ related to charges of violations of the books and records and internal controls provisions of the FCPA. In addition, Avon Products (China) Co. Ltd., a subsidiary of the Company operating in China, pleaded guilty to conspiring to violate the books and records provision of the FCPA and was sentenced by the USDC to pay a $68 fine. The SEC also filed a complaint against the Company charging violations of the books and records and internal controls provisions of the FCPA and a consent to settlement (the "Consent") which was approved in a judgment entered by the USDC in January 2015, and included $67 in disgorgement and prejudgment interest. The DPA, the above-mentioned guilty plea and the Consent resolved the SEC’s and the DOJ’s investigations of the Company’s compliance with the FCPA and related U.S. laws in China and additional countries. The fine was paid in December 2014 and the payment to the SEC was made in January 2015, both of which had been previously accrued for before December 31, 2014.

9

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

Under the DPA, the DOJ will defer criminal prosecution of the Company for a term of three years. If the DOJ determines that the Company has knowingly violated the DPA, the DOJ may commence prosecution or extend the term of the DPA, including the monitoring provisions described below, for up to one year. If the Company remains in compliance with the DPA during its term, the charges against the Company will be dismissed with prejudice.

Under the DPA and the Consent, among other things, the Company agreed to have a compliance monitor (the "monitor"). With the approval of the DOJ and the SEC, the monitor can be replaced 18 months after the monitor’s retention by the Company pursuant to its agreement to undertake self-reporting obligations for the remainder of the monitoring period. The monitoring period expires on the later of three years from the date of the retention of the monitor and the expiration of the DPA. We are in the process of retaining a monitor, whose selection is subject to the approval of the DOJ and the SEC. There can be no assurance as to when a monitor will be approved or whether or when the DOJ and the SEC will approve replacing the monitorship with the Company’s self-reporting.

Under the DPA, the Company also represented that it has implemented and agreed that it will continue to implement a compliance and ethics program designed to prevent and detect violations of the FCPA and other applicable anti-corruption laws throughout its operations.

The monitor will assess and monitor the Company's compliance with the terms of the DPA and Consent by evaluating, among other things, the Company's internal accounting controls, recordkeeping and financial reporting policies and procedures. The monitor may recommend changes to our policies and procedures that we must adopt unless they are unduly burdensome or otherwise inadvisable, in which case we may propose alternatives, which the DOJ and the SEC may or may not accept. In addition, operating under the oversight of the monitor may result in burdens on members of our management and divert their time from the operation of our business. Assuming the monitorship is replaced by a self-reporting period, the Company’s self-reporting obligations may continue to be costly or burdensome.

We currently cannot estimate the costs that we are likely to incur in connection with compliance with the DPA and the Consent, including the retention of the monitor, the costs, if applicable, of self-reporting, and the costs of implementing the changes, if any, to our policies and procedures required by the monitor. However, the costs and burdens of the monitoring process could be significant.

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)). On November 22, 2013, a derivative action was filed in federal court against certain present or former officers and/or directors of the Company (Sylvia Pritika, derivatively on behalf of Avon Products, Inc. v. Ann S. Moore, et al. and Avon Products, Inc. as nominal defendant (filed in the United States District Court for the Southern District of New York, No. 13-CV-8369)). The claims asserted in one or more of these actions include alleged breach of fiduciary duty, abuse of control, waste of corporate assets, and 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 more of these derivative actions include 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, plaintiffs filed a further amended complaint on March 17, 2015, and the defendants moved to dismiss on April 22, 2015. In Pritika, defendants’ motion to dismiss the complaint for lack of federal subject matter jurisdiction was granted on March 16, 2015. On April 28, 2015, an action was filed to seek enforcement of demands for the inspection of certain of the Company’s books and records (Belle Cohen v. Avon Products, Inc. (filed in the New York Supreme Court, New York County, Index No. 651418/2015)). 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 the Company and 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 filed an amended complaint, and the defendants moved to dismiss the amended complaint on June 14, 2012. On September 29, 2014, the Court granted the defendants' motion to dismiss and also granted the plaintiffs leave to amend their complaint. On October 24, 2014, plaintiffs filed their second 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 second amended complaint names as defendants the

10

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

Company and two individuals 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 and declaratory, injunctive, and other equitable relief. Defendants moved to dismiss the Second Amended Complaint on November 21, 2014. 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.

On December 23, 2014, a purported class action, Poovathur v. Avon Products, Inc., et al., No. 14-CV-10083, was filed in the United States District Court for the Southern District of New York against the Company and certain present or former Company employees pursuant to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132. The Poovathur complaint, which was amended on January 28, 2015, asserts claims under ERISA for alleged breach of fiduciary duty and failure to monitor on behalf of a purported class of participants in and beneficiaries of the Avon Personal Savings Account Plan (the "Plan") who invested in and/or held shares of the Avon Common Stock Fund between July 31, 2006 and January 1, 2015. On March 12, 2015, another purported class action, McCoy et al. v. Avon Products, Inc., et al., No. 15-CV-01828, was filed in the same court and designated as related to Poovathur. The McCoy complaint asserts similar causes of action under ERISA, and a claim for co-fiduciary liability, on behalf of participants in the Plan and on behalf of the Plan itself, from February 1, 2011 to the present. Plaintiffs in both actions seek, inter alia, certain monetary relief, damages, and declaratory, injunctive, and other equitable relief. On April 8, 2015, the Court consolidated the actions and recaptioned the consolidated case as In re 2014 Avon Products, Inc. ERISA Litigation; the Court also appointed interim co-lead counsel and ordered plaintiffs to file their consolidated complaint by May 8, 2015. 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.

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). In the second quarter of 2014, the PIS and COFINS assessments were officially closed in favor of Avon Brazil. The 2002 and the 2012 IPI assessments assert that the establishment in 1995 of separate manufacturing and distribution companies in Brazil 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 IPI 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 IPI assessment. In July 2013, the 2012 IPI assessment was upheld at the first administrative level and we have appealed this decision to the second administrative level. The 2012 IPI assessment totals approximately $289, including penalties and accrued interest. In October 2010, the 2002 IPI assessment was upheld at the first administrative level at an amount reduced to approximately $27 from approximately $64, including penalties and accrued interest. We appealed this decision to the second administrative level, which ruled in favor of Avon in March 2015 and canceled the 2002 IPI assessment. The 2002 IPI assessment remains subject to appeal by the government.

In the event that the 2002 or 2012 IPI assessments are upheld at the 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 earnings. It is not possible to reasonably estimate the likelihood or potential amount of assessments that may be issued for subsequent periods (tax years up through 2009 are closed by statute). However, other similar IPI assessments involving different periods (1998-2001) have been canceled and officially closed in our favor by the second administrative level. We believe that the likelihood that the 2002 IPI assessment will be upheld on any further appeal is remote and the likelihood that the 2012 IPI assessment will be upheld is reasonably possible. As stated above, we believe that the 2002 and 2012 IPI assessments are unfounded.

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 March 31, 2015, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

11

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

6. ACCUMULATED OTHER COMPREHENSIVE INCOME

The tables below present the changes in accumulated other comprehensive loss ("AOCI") by component and the reclassifications out of AOCI for the three months ended March 31, 2015 and 2014:

Three Months Ended March 31, 2015:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2014	$	(677.0	)	$	(3.2	)	$	(4.3	)	$	(533.1	)	$	(1,217.6	)
Other comprehensive loss other than reclassifications	(126.1		)	—			—			(3.6		)	(129.7		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $0.0(1)	—			.4			—			—			.4
Amortization of net actuarial loss and prior service cost, net of tax of $.3(2)	—			—			—			13.3			13.3
Total reclassifications into earnings	—			.4			—			13.3			13.7
Balance at March 31, 2015	$	(803.1	)	$	(2.8	)	$	(4.3	)	$	(523.4	)	$	(1,333.6	)

Three Months Ended March 31, 2014:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2013	$	(429.3	)	$	(5.1	)	$	(4.3	)	$	(431.7	)	$	(870.4	)
Other comprehensive loss other than reclassifications	(9.0		)	—			—			—			(9.0		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $.2(1)	—			.3			—			—			.3
Amortization of net actuarial loss and prior service cost, net of tax of $4.1(2)	—			—			—			8.0			8.0
Total reclassifications into earnings	—			.3			—			8.0			8.3
Balance at March 31, 2014	$	(438.3	)	$	(4.8	)	$	(4.3	)	$	(423.7	)	$	(871.1	)

(1) Gross amount reclassified to interest expense, and related taxes reclassified to income taxes.

(2) Gross amount reclassified to pension and postretirement expense, within selling, general & administrative expenses, and related taxes reclassified to income taxes.

Foreign exchange net losses of $18.7 and $5.3 for the three months ended March 31, 2015 and 2014, respectively, resulting from the translation of actuarial losses and prior service cost recorded in AOCI are included in changes in foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income.

7. SEGMENT INFORMATION

Summarized financial information concerning our reportable segments was as follows:

	Three Months Ended March 31,
	2015					2014
	Revenue		Operating (Loss) Profit			Revenue		Operating (Loss) Profit
Latin America	$	836.8	$	(43.3	)	$	1,066.7	$	(43.4	)
Europe, Middle East & Africa	550.7		38.6			654.8		67.4
North America	242.1		(13.2		)	295.7		(8.5		)
Asia Pacific	164.6		7.9			166.4		7.7
Total from operations	$	1,794.2	$	(10.0	)	$	2,183.6	$	23.2
Global and other	—		(27.6		)	—		(74.1		)
Total	$	1,794.2	$	(37.6	)	$	2,183.6	$	(50.9	)

12

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

8. SUPPLEMENTAL BALANCE SHEET INFORMATION

At March 31, 2015 and December 31, 2014, prepaid expenses and other included the following:

Components of Prepaid Expenses and Other	March 31, 2015		December 31, 2014
Deferred tax assets	$	193.8	$	204.7
Prepaid taxes and tax refunds receivable	149.7		165.7
Receivables other than trade	71.1		72.5
Prepaid brochure costs, paper, and other literature	69.0		77.6
Short-term investments	24.3		21.0
Other	82.0		76.8
Prepaid expenses and other	$	589.9	$	618.3

At March 31, 2015 and December 31, 2014, other assets included the following:

Components of Other Assets	March 31, 2015		December 31, 2014
Deferred tax assets	$	651.9	$	685.8
Long-term receivables	128.1		149.5
Capitalized software	94.1		101.3
Investments	35.8		36.4
Other intangible assets, net (Note 10)	27.4		29.0
Tooling (plates and molds associated with our beauty products)	19.4		21.7
Other	29.5		28.3
Other assets	$	986.2	$	1,052.0

9. RESTRUCTURING INITIATIVES

Additional Restructuring Charges 2015

As a result of the current economic environment, including the impact of foreign currency movements and inflation on our expenses, and in an effort to continue to improve our cost structure, we identified certain actions that we believe will reduce ongoing costs. To date, these actions have primarily consisted of global headcount reductions.

As a result of these restructuring actions, we have recorded total costs to implement these restructuring initiatives of $28.5 before taxes, during the three months ended March 31, 2015 in selling, general and administrative expenses, in the Consolidated Statements of Income. There are no material remaining costs for restructuring actions approved-to-date. In connection with these restructuring actions, we expect to realize annualized savings of approximately $35 to $40 before taxes. We expect to begin to realize savings in the second quarter of 2015 and are expected to achieve the annualized savings beginning in the third quarter of 2015. The annualized savings represent the net reduction of expenses that will no longer be incurred by Avon.

The costs to implement recorded during the three months ended March 31, 2015 consisted of the following:

• charge of $26.6 for employee-related costs due to severance benefits; and

• implementation costs of $1.9 primarily for professional service fees associated with Corporate and Asia Pacific.

The majority of cash payments, if applicable, associated with these charges are expected to be made during 2015.

13

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

The liability balance, which primarily consists of employee-related costs, for these various restructuring initiatives as of March 31, 2015 is as follows:

	Total
2015 charges	$	26.6
Cash payments	(3.1		)
Foreign exchange	(.2		)
Balance at March 31, 2015	$	23.3

The charges approved to date under these various restructuring initiatives by reportable business segment were as follows: $3.3 in Latin America, $5.3 in Europe, Middle East & Africa, $1.6 in North America, $7.0 in Asia Pacific and $9.4 in Corporate.

$400M Cost Savings Initiative

In 2012, we announced a cost savings initiative (the "$400M Cost Savings Initiative") in an effort to stabilize the business and return Avon to sustainable growth, which was expected to be achieved through restructuring actions as well as other cost-savings strategies that will not result in restructuring charges. The $400M Cost Savings Initiative was designed to reduce our operating expenses as a percentage of total revenue to help us achieve a targeted low double-digit operating margin. The restructuring actions under the $400M Cost Savings Initiative primarily consist of global headcount reductions and related actions, as well as the closure of certain smaller, under-performing markets, including South Korea, Vietnam, Republic of Ireland, Bolivia and France. Other costs to implement these restructuring initiatives consist primarily of professional service fees and accelerated depreciation, and also include professional service fees associated with our North America business. A portion of the professional service fees associated with the North America business are contingent upon the achievement of operating profit targets. These fees were recognized over the period that the services were provided and are based upon our estimate of the total amount expected to be paid, which may change based on actual results.

As a result of the restructuring actions associated with the $400M Cost Savings Initiative, we have recorded total costs to implement these restructuring initiatives of $235.2 before taxes, of which $4.8 before taxes was recorded in the first three months of 2015. For these restructuring actions, we expect our total costs to implement restructuring to be approximately $250 before taxes. The additional charges not yet incurred associated with the restructuring actions approved to-date of approximately $15 before taxes are expected to be recorded primarily in 2015. In connection with the restructuring actions associated with the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $275 to $285 before taxes. Substantially all of these annualized savings are expected to be achieved in 2015. For market closures, the annualized savings represent the foregone selling, general and administrative expenses as a result of no longer operating in the respective markets. For actions that did not result in the closure of a market, the annualized savings represent the net reduction of expenses that will no longer be incurred by Avon. The annualized savings do not incorporate the impact of the decline in revenue associated with these actions (including market closures), which is not expected to be material.

Restructuring Charges – Three Months Ended March 31, 2015

During the three months ended March 31, 2015, we recorded costs to implement of $4.8 related to the $400M Cost Savings Initiative in selling, general and administrative expenses, in the Consolidated Statements of Income. The costs consisted of the following:

• implementation costs of $2.5, primarily related to professional service fees associated with our North America business;

• charge of $1.0 for employee related costs due to severance benefits;

• accelerated depreciation of $.7 associated with the closure and rationalization of certain facilities; and

• contract termination and other net charge of $.6, primarily related to the costs associated with the closure of a North America warehouse.

The majority of cash payments, if applicable, associated with these charges are expected to be made during 2015.

14

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

Restructuring Charges – Three Months Ended March 31, 2014

During the three months ended March 31, 2014, we recorded costs to implement of $22.1 related to the $400M Cost Savings Initiative in selling, general and administrative expenses, in the Consolidated Statements of Income. The costs consisted of the following:

• charge of $14.9 primarily for employee-related costs, primarily severance benefits;

• implementation costs of $4.5 primarily for professional service fees associated with our North America business;

• accelerated depreciation of $1.4 associated with the closure and rationalization of certain facilities; and

• contract termination and other charges of $1.3 primarily related to costs associated with our exit from the Service Model Transformation ("SMT") facility.

The liability balance for the $400M Cost Savings Initiative as of March 31, 2015 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
Balance at December 31, 2014	$	50.1		$	.5		$	50.6
2015 charges	2.6			.6			3.2
Adjustments	(1.6		)	—			(1.6		)
Cash payments	(12.6		)	(.4		)	(13.0		)
Foreign exchange	(1.2		)	—			(1.2		)
Balance at March 31, 2015	$	37.3		$	.7		$	38.0

The following table presents the restructuring charges incurred to-date, net of adjustments, under our $400M Cost Savings Initiative, along with the estimated charges expected to be incurred on approved initiatives under the plan:

	Employee- Related Costs		Inventory/Asset Write-offs		Foreign Currency Translation Adjustment Write-offs		Contract Terminations/Other		Total
Charges incurred to date	$	168.6	$	.7	.2		$	13.6	$	183.1
Estimated charges to be incurred on approved initiatives	.5		3.4		—		5.7		9.6
Total expected charges on approved initiatives	$	169.1	$	4.1	$	.2	$	19.3	$	192.7

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
2012	$	12.9		$	1.1	$	18.0	$	12.9	$	3.6		$	48.5
2013	11.1			15.6		5.3		1.3		17.7			51.0
2014	24.5			19.9		14.0		6.5		17.1			82.0
First Quarter 2015	(.4		)	.1		1.6		.6		(.3		)	1.6
Charges incurred to date	48.1			36.7		38.9		21.3		38.1			183.1
Estimated charges to be incurred on approved initiatives	.4			—		8.5		.7		—			9.6
Total expected charges on approved initiatives	$	48.5		$	36.7	$	47.4	$	22.0	$	38.1		$	192.7

As noted previously, we expect our total costs to implement restructuring to be approximately $250 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.

15

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

Other Restructuring Initiatives

During the three months ended March 31, 2015 and 2014, we recorded a net benefit of $.2 and total costs to implement of $.6, respectively, in selling, general and administrative expenses, in the Consolidated Statements of Income, associated with the restructuring programs launched in 2005 and 2009 and the restructuring initiative launched in 2012, each of which are substantially complete. The liability balance associated with these restructuring programs and restructuring initiative, which primarily consists of contract termination costs, as of March 31, 2015 is not material.

10. GOODWILL AND INTANGIBLE ASSETS

Goodwill

	Latin America			Europe, Middle East & Africa			Asia Pacific			Total
Gross balance at December 31, 2014	$	90.7		$	156.0		$	85.0		$	331.7
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at December 31, 2014	$	90.7		$	156.0		$	2.6		$	249.3
Changes during the period ended March 31, 2015:
Foreign exchange	$	(5.9	)	$	(7.8	)	$	—		$	(13.7	)
Gross balance at March 31, 2015	$	84.8		$	148.2		$	85.0		$	318.0
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at March 31, 2015	$	84.8		$	148.2		$	2.6		$	235.6

Other intangible assets

	March 31, 2015					December 31, 2014
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	31.0	$	(29.3	)	$	33.0	$	(31.1	)
Licensing agreements	40.8		(37.7		)	43.4		(39.9		)
Noncompete agreements	6.9		(6.9		)	7.2		(7.2		)
Indefinite-Lived Trademarks	22.6		—			23.6		—
Total	$	101.3	$	(73.9	)	$	107.2	$	(78.2	)

Aggregate amortization expense was not material for the three months ended March 31, 2015 and 2014, and is not expected to be material for future periods.

16

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

11. FAIR VALUE

Assets and Liabilities Recorded at Fair Value

The fair value measurement provisions required by GAAP 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 March 31, 2015:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.3		.3
Total	$	2.7	$	.3	$	3.0
Liabilities:
Foreign exchange forward contracts	$	—	$	7.0	$	7.0
Total	$	—	$	7.0	$	7.0

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, 2014:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.6		.6
Total	$	2.7	.6		$	3.3
Liabilities:
Foreign exchange forward contracts	$	—	$	5.0	$	5.0
Total	$	—	$	5.0	$	5.0

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

Venezuela Long-Lived Assets

At February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses in the Latin America segment was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. The fair value of Avon Venezuela's long-lived assets was determined using both market and cost valuation approaches. The valuation analysis performed required several estimates, including market conditions and inflation rates.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt and foreign exchange forwards contracts. 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 March 31, 2015 and December 31, 2014, respectively, consisted of the following:

17

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

	March 31, 2015						December 31, 2014
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Available-for-sale securities	$	2.7		$	2.7		$	2.7		$	2.7
Debt maturing within one year(1)	(378.8		)	(378.6		)	(137.1		)	(137.1		)
Long-term debt(1)	(2,208.2		)	(1,984.8		)	(2,463.9		)	(2,242.5		)
Foreign exchange forward contracts	(6.7		)	(6.7		)	(4.4		)	(4.4		)

(1) The carrying value of debt maturing within one year and long-term debt includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap agreements, as applicable.

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

Available-for-sale securities - 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 our 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.

12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We operate globally, with manufacturing and distribution facilities in various countries 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, including through the use of derivative financial instruments. If we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we would 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. As of March 31, 2015, we do not have any interest-rate swap agreements.

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 Consolidated Balance Sheets at their fair values. The following table presents the fair value of derivative instruments outstanding at March 31, 2015:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.3	Accounts payable	$	7.0
Total derivatives not designated as hedges		$	.3		$	7.0
Total derivatives		$	.3		$	7.0

The following table presents the fair value of derivative instruments outstanding at December 31, 2014:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.6	Accounts payable	$	5.0
Total derivatives not designated as hedges		$	.6		$	5.0
Total derivatives		$	.6		$	5.0

18

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

Interest Rate Risk

A portion of our borrowings is subject to interest rate risk. In the past we have used interest-rate swap agreements, which effectively converted the fixed rate on long-term debt to a floating interest rate, to manage our interest rate exposure. The agreements were designated as fair value hedges. 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. As of March 31, 2015, we do not have any interest-rate swap agreements. Approximately 5% of our debt portfolio at both March 31, 2015 and December 31, 2014 was exposed to floating interest rates.

In January 2013, we terminated eight of our interest-rate swap agreements previously 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 (deferred gain) of our debt was $90.4, which is being amortized as a reduction to interest expense over the remaining term of the underlying debt obligations. For the three months ended March 31, 2015, the net impact of the gain amortization was $3.7. For the three months ended March 31, 2014, the net impact of the gain amortization was $3.5. The interest-rate swap agreements were terminated in order to improve our capital structure, including increasing our ratio of fixed-rate debt. At March 31, 2015, the unamortized deferred gain associated with the January 2013 interest-rate swap termination was $46.3, and was included within long-term debt in the Consolidated Balance Sheets.

In March 2012, we terminated two of our interest-rate swap agreements previously 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 (deferred gain) 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. For the three ended March 31, 2015, the net impact of the gain amortization was $1.6. For the three months ended March 31, 2014, the net impact of the gain amortization was $1.6. The interest-rate swap agreements were terminated in order to increase our ratio of fixed-rate debt. At March 31, 2015, the unamortized deferred gain associated with the March 2012 interest-rate swap termination was $27.8, and was included within long-term debt in the Consolidated Balance Sheets.

Foreign Currency Risk

We use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At March 31, 2015, we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $134.4 for various currencies.

We use foreign exchange forward contracts to manage foreign currency exposure of certain 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 associated intercompany loans. During the three months ended March 31, 2015, we recorded a loss of $6.2 in other expense, net in the Consolidated Statements of Income related to these undesignated foreign exchange forward contracts. Also during the three months ended March 31, 2015, we recorded a gain of $6.7related to the associated intercompany loans, caused by changes in foreign currency exchange rates.During the three months ended March 31, 2014, we recorded a gain of $.1 in other expense, net in the Consolidated Statements of Income related to these undesignated foreign exchange forward contracts. During the three months ended March 31, 2014, we recorded a gain of $.1 related to the associated intercompany loans, caused by changes in foreign currency exchange rates.

13. DEBT

Revolving Credit Facility

In March 2013, we entered into a four-year $1 billion revolving credit facility (the “2013 revolving credit facility”), which expires in March 2017. Borrowings under the 2013 revolving credit facility 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. As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility.

The 2013 revolving credit facility contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. The 2013 revolving credit facility also contains a covenant that limits our subsidiary debt to existing subsidiary debt at February 28, 2013 plus $500.0, with certain other exceptions. In addition, the 2013 revolving credit facility 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 3.5:1 at the end of the fiscal quarter ended March 31, 2015 and each fiscal quarter thereafter. In addition, the 2013 revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated EBIT (as defined in the 2013 revolving credit facility) 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

19

AVON PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(U.S. dollars in millions, except per share data)

determination by our consolidated EBITDA (as defined in the 2013 revolving credit facility) for the period of four fiscal quarters ending on the date of determination. When calculating the interest coverage and leverage ratios, the 2013 revolving credit facility allows us, subject to certain conditions and limitations, to add back to our consolidated net income, among other items: (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 modification 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 2013 revolving credit facility (which expires in March 2017); provided, that cash restructuring charges incurred after December 31, 2014 shall not be added back to our consolidated net income. Beginning January 1, 2015, cash charges taken for restructuring cannot be added back to our consolidated net income. As of March 31, 2015, we have less than $6 remaining for the other items (cash charges and other cash expenses, premiums or penalties incurred relating to any legal or regulatory action, settlement, judgment or ruling). We were in compliance with our interest coverage and leverage ratios under the 2013 revolving credit facility as of March 31, 2015. As of March 31, 2015, and based on then applicable interest rates, approximately $500 of the $1 billion 2013 revolving credit facility could have been drawn down without violating any covenant. A continued decline in our business results (including the impact of any adverse foreign exchange movements, significant cash restructuring charges and significant legal settlements or judgments) may further reduce our borrowing capacity under the 2013 revolving credit facility or cause us to be non-compliant with our interest coverage and leverage ratios. If we were to be non-compliant with our interest coverage or leverage ratio, we would no longer have access to our 2013 revolving credit facility and our credit ratings may be downgraded, resulting in increased interest expense under our 2013 Notes (as defined below). As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility.

Public Notes

In March 2013, we issued, in a public offering, $250.0 principal amount of 2.375% Notes due March 15, 2016, $500.0 principal amount of 4.60% Notes due March 15, 2020, $500.0 principal amount of 5.00% Notes due March 15, 2023 and $250.0 principal amount of 6.95% Notes due March 15, 2043 (collectively, the "2013 Notes"). The net proceeds from these 2013 Notes were used to repay outstanding debt. Interest on the 2013 Notes is payable semi-annually on March 15 and September 15 of each year. The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on our credit ratings with S&P and Moody's. As described in the indenture, the interest rates on the 2013 Notes increase by .25% for each one-notch downgrade below investment grade on each of our long-term credit ratings by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes. As a result of the long-term credit rating downgrades by S&P in November 2014 to BB+ (Stable Outlook) and in February 2015 to BB (Stable Outlook), and by Moody's in October 2014 to Ba1 (Stable Outlook), the interest rates on the 2013 Notes have increased by .75%, effective as of March 15, 2015.

At March 31, 2015, we also have outstanding $250.0 principal amount of our 5.75% Notes due March 1, 2018, $250.0 principal amount of our 4.20% Notes due July 15, 2018 and $350.0 principal amount of our 6.50% Notes due March 1, 2019, with interest on each series of these Notes payable semi-annually.

The indentures governing our outstanding notes described above contain certain covenants, including limitations on the incurrence of liens and restrictions on the incurrence of sale/leaseback transactions and transactions involving a merger, consolidation or sale of substantially all of our assets. In addition, these indentures contain customary events of default and cross-default provisions. Further, we would be required to make an offer to repurchase all of our outstanding notes described above, with the exception of our 4.20% Notes due July 15, 2018, at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest in the event of a change in control involving Avon and a corresponding credit ratings downgrade to below investment grade.

Additional Information

Our long-term credit ratings are Ba1 (Stable Outlook) with Moody's, BB (Stable Outlook) with S&P, and BB (Negative Outlook) with Fitch, which are below investment grade. We do not believe these below investment grade long-term credit ratings will have a material impact on our near-term liquidity. However, additional rating agency reviews could result in a change in outlook or downgrade, which could further limit our access to new financing, particularly short-term financing, reduce our flexibility with respect to working capital needs, affect the market price of some or all of our outstanding debt securities, and will likely result in an increase in financing costs, including interest expense under certain of our debt instruments, and less favorable covenants and financial terms under our financing arrangements.

20

AVON PRODUCTS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

OVERVIEW

We are a global manufacturer and marketer of beauty and related products. Our business is conducted worldwide, primarily in the direct-selling channel. As of December 31, 2014, we had sales operations in 60 countries and territories, including the United States ("U.S."), and distributed products in 41 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 and Fashion & Home. Beauty consists of skincare (which includes personal care), fragrance and color (cosmetics). Fashion & Home consists of fashion jewelry, watches, apparel, footwear, accessories, 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 Representatives, who are independent contractors and not our employees. At December 31, 2014, we had approximately 6 million active Representatives. The success of our business is highly dependent on recruiting, retaining and servicing our Representatives. During 2014, approximately 89% of our consolidated revenue was derived from operations outside of the U.S.

During the three months ended March 31, 2015, revenue declined 18% compared to the prior-year period, due to unfavorable foreign exchange. Constant $ revenue increased 1%. Constant $ revenue benefited from higher average order, which was partially offset by a 1% decrease in Active Representatives. The net impact of price and mix increased 3%, while units sold decreased 2%. Sales from the Beauty category decreased 17%, or increased 3% on a Constant $ basis. Sales from the Fashion & Home category decreased 19%, or 3% on a Constant $ basis.

During the three months ended March 31, 2015, foreign currency had a significant impact on our financial results. As the U.S. dollar has strengthened relative to currencies of key Avon markets, our revenue and profits have been reduced when translated into U.S. dollars and our margins have been negatively impacted by country mix, as certain of our markets which have historically had higher operating margins experienced significant devaluation of their local currency. In addition, as our sales and costs are often denominated in different currencies, this has created a negative foreign currency transaction impact. Specifically, as compared to the prior-year period, foreign currency has impacted our consolidated financial results as a result of foreign currency transaction losses (within cost of sales, and selling, general and administrative expenses), which had an unfavorable impact to Adjusted operating profit of an estimated $45, foreign currency translation, which had an unfavorable impact to Adjusted operating profit of approximately $90 (of which approximately $60 related to Venezuela, as discussed below), and foreign exchange losses on our working capital (within other expense, net), which had an unfavorable impact of approximately $10 before tax.

As a result of the current economic environment, including the impact of foreign currency movements and inflation on our expenses, and in an effort to continue to improve our cost structure, we identified certain actions that we believe will reduce ongoing costs. See Note 9, Restructuring Initiatives to the consolidated financial statements included herein for more information.

We continue to expect constant-dollar revenue to be up modestly in 2015 as compared with 2014. However, based on recent foreign currency rates, revenue in reported dollars is expected to be negatively impacted by foreign currency translation, which is now expected to have an approximate 17 point negative impact (compared with the previous outlook of an approximate 12 point negative impact). We now expect Constant-dollar Adjusted operating margin to be approximately 50 basis points lower than 2014. While we expect to be able to offset the additional foreign currency transaction costs, the approximate 50 basis point decline is due to the new Industrial Production Tax ("IPI") law on cosmetics in Brazil, which is effective May 1, 2015. In addition, the strengthening U.S. dollar is expected to cause a larger negative impact from foreign currency translation than originally anticipated on our Adjusted operating margin in reported dollars. As a result, we now expect Adjusted operating margin in reported dollars to be down approximately 200 basis points as compared with 2014, due to the expected impact from foreign currency translation and IPI.

In February 2015, the Venezuelan government announced that the SICAD II market would no longer be available, and a new foreign exchange system was created, referred to as the SIMADI exchange ("SIMADI"). SIMADI began operating on February 12, 2015. As the SIMADI exchange represents the rate which better reflects the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates (the official rate and SICAD rate), we concluded that we should utilize the SIMADI exchange rate to remeasure our Venezuelan operations effective February 12, 2015. At February 12, 2015, the SIMADI exchange rate was approximately 170, as compared to the SICAD II exchange rate of approximately 50 that we used previously, which caused the recognition of a devaluation of approximately 70%. In addition, at February 12, 2015, we

21

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses was needed to reflect the write-down of the long-lived assets to estimated fair value, which was approximately $16 at March 31, 2015. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. As a result, we determined that an adjustment of approximately $11 to cost of sales was needed to reflect certain non-monetary assets at their net realizable value, which was recorded in the first quarter of 2015. We recognized an additional negative impact of approximately $5 to operating profit and net income relating to these non-monetary assets in the first quarter of 2015. We expect an additional negative impact of approximately $14 to operating profit and net income, primarily during the second and third quarters of 2015, relating to these non-monetary assets. In addition to the negative impact to operating margin, we recorded an after-tax benefit of approximately $3 (a benefit of approximately $4 in other expense, net, and a loss of approximately $1 in income taxes) in the first quarter of 2015, primarily reflecting the write-down of monetary assets and liabilities. See "Segment Review - Latin America" of this MD&A for further discussion of our Venezuela operations.

NEW ACCOUNTING STANDARDS

Information relating to new accounting standards is included in Note 1, Accounting Policies, to the consolidated financial statements included herein.

RESULTS OF OPERATIONS—THREE MONTHS ENDED MARCH 31, 2015 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2014

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 operating profit, operating margin and Adjusted operating margin. We also 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. Foreign 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, total and net global expenses, operating profit, operating margin and effective tax rate on a Non-GAAP basis. The discussion of our segments presents operating profit and operating margin on a Non-GAAP basis. We refer to these Non-GAAP financial measures as "Adjusted." We have provided a quantitative reconciliation of the difference between the Non-GAAP financial measures and the financial measures 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) costs and charges related to the devaluations of Venezuelan currency in February 2015 and March 2014, combined with being designated as a highly inflationary economy ("Venezuelan special items"), 3) the additional $46 accrual recorded in the first quarter of 2014 for the settlements related to the Foreign Corrupt Practices Act ("FCPA") investigations ("FCPA accrual"), and 4) the non-cash income tax charge associated with our deferred tax assets recorded in 2015 ("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. 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.

The Venezuelan special items include the impact on the Consolidated Statements of Income in 2015 and 2014 caused by the devaluations of Venezuelan currency on monetary assets and liabilities, such as cash, receivables and payables; deferred tax assets and liabilities; and non-monetary assets, such as inventories. For non-monetary assets, the Venezuelan special items include the earnings impact caused by the difference between the historical U.S. dollar cost of the assets at the previous exchange rate and the revised exchange rate. In 2015 and 2014, the Venezuelan special items also include adjustments of approximately $11 and approximately $116, respectively, to reflect certain non-monetary assets at their net realizable value. In 2015, the Venezuelan special items also include an impairment charge of approximately $90 to reflect the write-down of the

22

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

long-lived assets to their estimated fair value. In 2014, the devaluation was caused as a result of moving from the official exchange rate of 6.30 to the SICAD II exchange rate of approximately 50, and in 2015, the devaluation was caused as a result of moving from the SICAD II exchange rate of approximately 50 to the SIMADI exchange rate of approximately 170.

The Special tax items include the impact during 2015 on the provision for income taxes in the Consolidated Statements of Income due to a non-cash income tax charge associated with an additional valuation allowance to reduce our U.S. deferred tax assets to an amount that is "more likely than not" to be realized. This valuation allowance was due to the continued strengthening of the U.S. dollar against currencies of some of our key markets.

See Note 9, Restructuring Initiatives, Note 1, Accounting Policies, and Note 5, Contingencies, to the consolidated financial statements included herein, and "Segment Review - Latin America" below for more information on these items.

23

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Consolidated

	Three Months Ended March 31,
	2015			2014			%/Point Change
Total revenue	$	1,794.2		$	2,183.6		(18	)%
Cost of sales	707.3			955.4			(26	)%
Selling, general and administrative expenses	1,124.5			1,279.1			(12	)%
Operating loss	(37.6		)	(50.9		)	26	%
Interest expense	28.6			27.5			4	%
Interest income	(3.0		)	(3.8		)	(21	)%
Other expense, net	19.4			66.4			(71	)%
Net loss attributable to Avon	$	(147.3	)	$	(168.3	)	12	%
Diluted loss per share	$	(.33	)	$	(.38	)	13	%
Advertising expenses(1)	$	40.4		$	32.3		25	%
Gross margin	60.6		%	56.2		%	4.4
Venezuelan special items	.8			5.3			(4.5	)
Adjusted gross margin	61.4		%	61.5		%	(.1	)
Selling, general and administrative expenses as a % of total revenue	62.7		%	58.6		%	4.1
CTI restructuring	(1.8		)	(1.0		)	(.8	)
Venezuelan special items	(5.1		)	—			(5.1	)
FCPA accrual	—			(2.1		)	2.1
Adjusted selling, general and administrative expenses as a % of total revenue	55.7		%	55.4		%	.3
Operating loss	$	(37.6	)	$	(50.9	)	26	%
CTI restructuring	33.1			22.7
Venezuelan special items	106.4			115.7
FCPA accrual	—			46.0
Adjusted operating profit	$	101.9		$	133.5		(24	)%
Operating margin	(2.1		)%	(2.3		)%	.2
CTI restructuring	1.8			1.0			.8
Venezuelan special items	5.9			5.3			.6
FCPA accrual	—			2.1			(2.1	)
Adjusted operating margin	5.7		%	6.1		%	(.4	)
Change in Constant $ Adjusted operating margin(2)							1.4
Effective tax rate	(77.2		)%	(18.6		)%	(58.6	)
CTI restructuring	22.3			2.6			19.7
Venezuelan special items	84.9			47.2			37.7
FCPA accrual	—			15.1			(15.1	)
Special tax items	37.9			—			37.9
Adjusted effective tax rate	67.9		%	46.3		%	21.6
Change in Active Representatives							(1	)%
Change in units sold							(2	)%

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

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

(2) Change in Constant $ Adjusted operating margin for all years presented is calculated using the current-year Constant $ rates.

24

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Three Months Ended March 31, 2015

Revenue

During the three months ended March 31, 2015, revenue declined 18% compared to the prior-year period, due to unfavorable foreign exchange. Constant $ revenue increased 1%. Our Constant $ revenue growth was driven by Europe, Middle East & Africa, most significantly Russia, as well as by markets experiencing relatively high inflation (Venezuela and Argentina), and was partially offset by a revenue decline in North America. Constant $ revenue benefited from higher average order, which was partially offset by a 1% decrease in Active Representatives. The decrease in Active Representatives was primarily due to North America, and was partially offset by an increase in Europe, Middle East & Africa, most significantly Russia which was primarily due to sustained momentum in recruitment and retention. The net impact of price and mix increased 3%, positively impacted by markets experiencing relatively high inflation (Venezuela and Argentina), as these markets benefited from the inflationary impact on pricing, while units sold decreased 2%, primarily due to North America.

On a category basis, our net sales and associated growth rates were as follows:

	Three Months Ended March 31,				%/Point Change
	2015		2014		US$		Constant $
Beauty:
Skincare	$	532.7	$	644.9	(17	)%	1	%
Fragrance	423.2		513.2		(18	)	7
Color	336.5		401.2		(16	)	2
Total Beauty	1,292.4		1,559.3		(17	)	3
Fashion & Home:
Fashion	288.7		344.4		(16	)	(3	)
Home	181.4		238.0		(24	)	(3	)
Total Fashion & Home	470.1		582.4		(19	)	(3	)
Net sales	$	1,762.5	$	2,141.7	(18	)	2

See “Segment Review” in this MD&A for additional information related to changes in revenue by segment.

Operating Margin

Operating margin and Adjusted operating margin increased 20 basis points and decreased 40 basis points, respectively, compared to the same period of 2014. The increase in operating margin and decrease in Adjusted operating margin are discussed further below in "Gross Margin" and "Selling, General and Administrative Expenses."

Gross Margin

Gross margin and Adjusted gross margin increased 440 basis points and decreased 10 basis points, respectively, compared to the same period of 2014. The gross margin comparison was impacted by a lower negative impact of the devaluation of the Venezuelan currency in conjunction with highly inflationary accounting, as $15 was recognized in the current-year period as compared to $116 in the prior-year period, primarily associated with adjustments to reflect certain non-monetary assets at their net realizable value. See "Segment Review - Latin America" in this MD&A for a further discussion of our Venezuela operations.

The decrease of 10 basis points in Adjusted gross margin was primarily due to the following:

• a decrease of approximately 220 basis points due to the unfavorable impact of foreign currency translation and foreign currency transaction losses; and

• various other insignificant items that decreased gross margin and Adjusted gross margin.

These items were partially offset by the following:

• an increase of 160 basis points due to lower supply chain costs, primarily in Latin America and Europe, Middle East & Africa; and

• an increase of 60 basis points due to the favorable net impact of mix and pricing, primarily in Latin America.

25

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Selling, General and Administrative Expenses

Selling, general and administrative expenses and Adjusted selling, general, and administrative expenses as a percentage of revenue increased 410 basis points and 30 basis points, respectively, compared to the same period of 2014. The selling, general and administrative expenses as a percentage of revenue comparison was impacted by a $90 impairment charge recorded in 2015 to reflect the write-down of the long-lived assets to their estimated fair value associated with the devaluation of the Venezuelan currency in conjunction with highly inflationary accounting, and the additional $46 accrual recorded in 2014 for the settlements related to the FCPA investigations that did not recur in 2015. See "Segment Review - Latin America" in this MD&A for a further discussion of our Venezuela operations.

The increase of 30 basis points in Adjusted selling, general and administrative expenses as a percentage of revenue was primarily due to the following:

• an increase of approximately 230 basis points due to the unfavorable impact of foreign currency translation and foreign currency transaction losses; and

• an increase of 80 basis points due to higher advertising spend, driven by new product launches in Brazil.

These items were partially offset by the following:

• a decrease of 60 basis points primarily due to the impact of Constant $ revenue growth with respect to our fixed expenses. This includes lower expenses primarily resulting from our cost savings initiatives, mainly reductions in headcount that were associated with the $400M Cost Savings Initiative, which was partially offset by the inflationary impact on our expenses;

• a decrease of 60 basis points from lower expenses associated with long-term employee incentive compensation plans;

• a decrease of 50 basis points from lower expenses related to our Service Model Transformation ("SMT") project as a result of our decision to halt the further roll-out beyond the pilot market of Canada in the fourth quarter of 2013;

• a decrease of 30 basis points from lower bad debt expense;

• a decrease of 30 basis points from lower net brochure costs, which was primarily as a result of cost savings initiatives in North America; and

• various other insignificant items that decreased selling, general and administrative expenses and Adjusted selling, general and administrative expenses as a percentage of revenue.

Other Expense

Interest expense increased by $1 and interest income decreased by $1, both compared to the prior-year period.

Other expense, net, decreased by approximately $47 compared to the prior-year period, primarily due to a less significant impact from the devaluation of the Venezuelan currency on monetary assets and liabilities in conjunction with highly inflationary accounting, as we recorded a benefit of approximately $4 in 2015 as compared to a loss of approximately $54 in 2014. The less significant impact from the devaluation of the Venezuelan currency was partially offset by higher foreign exchange losses. Foreign exchange losses increased by approximately $10 compared to the prior-year period, with the most significant impact due to the weakening of the Polish zloty and Ukrainian hryvnia. See "Segment Review - Latin America" in this MD&A for a further discussion of our Venezuela operations.

Effective Tax Rate

The effective tax rate was (77.2)% compared with (18.6)% in the prior-year period. The effective tax rates in 2015 and 2014 were negatively impacted by the devaluations of the Venezuelan currency in conjunction with highly inflationary accounting discussed further within "Segment Review - Latin America" in this MD&A. The effective tax rate in 2015 was also negatively impacted by an additional valuation allowance against deferred tax assets of approximately $31. The additional valuation allowance was due to the continued strengthening of the U.S. dollar against currencies of some of our key markets and the impact on the benefits from our tax planning strategies associated with the realization of our deferred tax assets. The effective tax rate in 2014 was also negatively impacted by the additional $46 accrual recorded for the settlements related to the FCPA investigations.

The Adjusted effective tax rate was 67.9%, compared to 46.3% in the prior-year period. The higher 2015 Adjusted effective tax rate is primarily due to the inability to recognize additional deferred tax assets related to our current-year domestic operating results, which had an approximate 22 point unfavorable impact on our 2015 Adjusted effective tax rate.

26

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Impact of Foreign Currency

During the first quarter of 2015, foreign currency had a significant impact on our financial results. Specifically, as compared to the prior-year period, foreign currency has impacted our consolidated financial results as a result of:

• foreign currency transaction losses (within cost of sales, and selling, general and administrative expenses), which had an unfavorable impact to Adjusted operating profit of an estimated $45, or approximately 210 basis points to Adjusted operating margin;

• foreign currency translation, which had an unfavorable impact to Adjusted operating profit of approximately $90 (of which approximately $60 related to Venezuela), or approximately 240 basis points to Adjusted operating margin; and

• foreign exchange losses on our working capital (within other expense, net), which had an unfavorable impact of approximately $10 before tax.

See "Segment Review - Latin America" of this MD&A for further discussion of our Venezuela operations.

Segment Review

Latin America

	Three Months Ended March 31,
							%/Point Change
	2015			2014			US$		Constant $
Total revenue	$	836.8		$	1,066.7		(22	)%	3	%
Operating loss	(43.3		)	(43.4		)	—	%	47	%
CTI restructuring	2.8			14.9
Venezuelan special items	106.4			115.7
Adjusted operating profit	$	65.9		$	87.2		(24	)%	21	%
Operating margin	(5.2		)%	(4.1		)%	(1.1	)	2.5
CTI restructuring	.3			1.4
Venezuelan special items	12.7			10.8
Adjusted operating margin	7.9		%	8.2		%	(.3	)	1.3
Change in Active Representatives									(2	)%
Change in units sold									(3	)%

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

Three Months Ended March 31, 2015

Total revenue decreased 22% compared to the prior-year period due to the unfavorable impact from foreign exchange which was primarily driven by the Venezuelan currency devaluation, and to a lesser extent, the strengthening of the U.S. dollar relative to the Brazilian real. See below for further discussion regarding the impact of the Venezuelan currency devaluation. On a Constant $ basis, revenue grew 3%. The region's revenue growth was negatively impacted by approximately 1 point due to the net impact of tax credits of $7 in Brazil recognized in 2014 that did not recur in 2015. In addition, higher average order for the region was partially offset by a decrease in Active Representatives. The region's Constant $ revenue growth and higher average order were positively impacted by markets experiencing relatively high inflation (Venezuela and Argentina), as these markets benefited from the inflationary impact on pricing, while Active Representatives was negatively impacted by these markets. Revenue in Brazil decreased 17%, unfavorably impacted by foreign exchange, or was relatively unchanged on a Constant $ basis. Revenue in Mexico declined 12%, unfavorably impacted by foreign exchange, or decreased 1% on Constant $ basis.

Constant $ revenue in Brazil was negatively impacted by approximately 2 points due to the net impact of tax credits recognized in 2014 that did not recur in 2015, which were primarily associated with expected recoveries of Value Added Tax ("VAT"). On a Constant $ basis, Brazil’s sales from Beauty products increased 2%, partially benefiting from new product launches. On a Constant $ basis, Brazil's sales from Fashion & Home products increased 1%. Brazil continues to be impacted by a difficult

27

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

economic environment as well as high levels of competition. Constant $ revenue declined in Mexico, primarily due to lower average order as a result of weakness in Fashion & Home, partially offset by an increase in Active Representatives.

Operating margin was negatively impacted by 1.9 points as compared to the prior-year period due to the Venezuelan special items in conjunction with highly inflationary accounting as discussed further below. Operating margin also benefited by 1.1 points as compared to the prior-year period from lower CTI restructuring. Adjusted operating margin decreased .3 points, or increased 1.3 points on a Constant $ basis, primarily as a result of:

• a benefit of 1.1 points due to higher gross margin caused primarily by 1.6 points from the favorable net impact of mix and pricing and 1.6 points from lower supply chain costs, partially offset by 2.3 points from the unfavorable impact of foreign currency transaction losses;

• a benefit of .8 points from lower Representative and sales leader expense, primarily in Brazil;

• a net benefit of .5 points primarily due to the impact of Constant $ revenue growth with respect to our fixed expenses. This includes the inflationary impact on our expenses, partially offset by a reduction of corporate expenses, which are allocated from Global;

• a benefit of .4 points from lower bad debt expense, primarily in Brazil;

• a decline of 1.1 points from higher advertising spend, primarily in Brazil associated with new product launches; and

• a decline of .7 points associated with the net impact of tax credits in Brazil recognized as revenue in 2014, discussed above.

Venezuela Discussion

Currency restrictions enacted by the Venezuelan government since 2003 have impacted the ability of Avon Venezuela to obtain foreign currency to pay for imported products. Since 2010, we have been accounting for our operations in Venezuela under accounting guidance associated with highly inflationary economies. Under U.S. GAAP, the financial statements of a foreign entity operating in a highly inflationary economy are required to be remeasured as if the functional currency is the company’s reporting currency, the U.S. dollar. This generally results in translation adjustments, caused by changes in the exchange rate, being reported in earnings currently for monetary assets (e.g., cash, accounts receivable) and liabilities (e.g., accounts payable, accrued expenses) and requires that different procedures be used to translate non-monetary assets (e.g., inventories, fixed assets). Non-monetary assets and liabilities are remeasured at the historical U.S. dollar cost basis. This diverges significantly from the application of accounting rules prior to designation as highly inflationary accounting, where such gains and losses would have been recognized only in other comprehensive income (shareholders' equity).

In March 2013, the Venezuelan government announced a foreign exchange system that increased government control over the allocation of U.S. dollars in the country, referred to as the SICAD I exchange ("SICAD I"). In February 2014, the Venezuelan government announced a foreign exchange system which began operating on March 24, 2014, referred to as the SICAD II exchange ("SICAD II"). While liquidity was limited through the SICAD II market, in comparison to the other available exchange rates (the official rate and SICAD I rate), it represented the rate which better reflected the economics of Avon Venezuela's business activity. Accordingly, we concluded that we should utilize the SICAD II exchange rate to remeasure our Venezuelan operations effective March 31, 2014.

With respect to our 2014 results, at March 31, 2014, the SICAD II exchange rate was approximately 50, as compared to the official exchange rate of 6.30 that we used previously, which caused the recognition of a devaluation of approximately 88%. As a result of our change to the SICAD II rate, we recorded an after-tax loss of approximately $42 (approximately $54 in other expense, net, and a benefit of approximately $12 in income taxes) in the first quarter of 2014, primarily reflecting the write-down of monetary assets and liabilities. As a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SICAD II rate, at the applicable rate at the time of acquisition. As a result, we determined that an adjustment of approximately $116 to cost of sales was needed to reflect certain non-monetary assets at their net realizable value, which was recorded in the first quarter of 2014.

In February 2015, the Venezuelan government announced that the SICAD II market would no longer be available, and a new foreign exchange system was created, referred to as the SIMADI exchange ("SIMADI"). SIMADI began operating on February 12, 2015. The SICAD I and SICAD II markets merged to create a single foreign exchange system, referred to as the SICAD exchange ("SICAD"). At March 31, 2015, the SICAD exchange rate was approximately 12. The Venezuelan government has indicated that all companies incorporated or domiciled in Venezuela in all sectors will be allowed to obtain U.S. dollars through the SIMADI market. The exchange rates established through the SIMADI market fluctuate and have been significantly higher than both the official rate and SICAD rate. In March 2015, we began to access the SIMADI market and have been able to obtain only limited U.S. dollars. While liquidity is limited through the SIMADI market, in comparison to the other available

28

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

exchange rates (the official rate and SICAD rate), it represents the rate which better reflects the economics of Avon Venezuela's business activity. Accordingly, we concluded that we should utilize the SIMADI exchange rate to remeasure our Venezuelan operations effective February 12, 2015.

At February 12, 2015, the SIMADI exchange rate was approximately 170, as compared to the SICAD II exchange rate of approximately 50 that we used previously, which caused the recognition of a devaluation of approximately 70%. As a result of our change to the SIMADI rate, we recorded an after-tax benefit of approximately $3 (a benefit of approximately $4 in other expense, net, and a loss of approximately $1 in income taxes) in the first quarter of 2015, primarily reflecting the write-down of monetary assets and liabilities.

Additionally, certain non-monetary assets are carried at their historical U.S. dollar cost subsequent to the devaluation. Therefore, these costs will impact the income statement during 2015 at a disproportionate rate as they were not devalued based on the new exchange rates, but were expensed at their historical U.S. dollar value. As a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. As a result, we determined that an adjustment of approximately $11 to cost of sales was needed to reflect certain non-monetary assets at their net realizable value, which was recorded in the first quarter of 2015. We recognized an additional negative impact of approximately $5 to operating profit and net income relating to these non-monetary assets in the first quarter of 2015. We expect an additional negative impact of approximately $14 to operating profit and net income, primarily during the second and third quarters of 2015, relating to these non-monetary assets.

In addition, at February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. Further devaluations or regulatory actions may further impair the carrying value of Avon Venezuela's long-lived assets.

At March 31, 2015, the SIMADI exchange rate was approximately 190, and we had an immaterial net asset position associated with our operations in Venezuela. During the first three months of 2015, Avon Venezuela (using an average exchange rate which included SICAD II exchange rates in the first part and SIMADI exchange rates in the latter part) represented less than 1% of Avon’s consolidated revenue and less than 2% of Avon’s consolidated Adjusted operating profit. While the rate in the SIMADI market will vary throughout the year, the ongoing impacts primarily related to the remeasurement of Avon Venezuela's financial statements are not expected to have a material impact on Avon's consolidated results.

Argentina Discussion

In late 2011, the Argentine government introduced restrictive foreign currency exchange controls. Unless foreign exchange is made more readily available at the official exchange rate, Avon Argentina's operations may be negatively impacted. At March 31, 2015, we had a net asset position of approximately $96 associated with our operations in Argentina. During the first three months of 2015, Avon Argentina represented approximately 5% of Avon’s consolidated revenue and approximately 12% of Avon’s consolidated Adjusted operating profit.

To illustrate our sensitivity to potential future changes in the exchange rate in Argentina, if the exchange rate was devalued by approximately 50% from the average exchange rate of Argentina's first three months of 2015 results, and using the first three months of 2015 results, Avon's annualized consolidated revenues would likely be negatively impacted by approximately 3% and annualized consolidated Adjusted operating profit would likely be negatively impacted by approximately 6% prospectively. This sensitivity analysis was performed assuming no operational improvements occurred to offset the negative impact of a devaluation.

As of March 31, 2015, we did not account for Argentina as a highly inflationary economy. As a result, any potential devaluation would not negatively impact earnings with respect to Argentina's monetary and non-monetary assets.

29

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Europe, Middle East & Africa

	Three Months Ended March 31,
							%/Point Change
	2015			2014			US$		Constant $
Total revenue	$	550.7		$	654.8		(16	)%	9	%
Operating profit	38.6			67.4			(43	)%	(9	)%
CTI restructuring	5.7			2.2
Adjusted operating profit	$	44.3		$	69.6		(36	)%	(1	)%
Operating margin	7.0		%	10.3		%	(3.3	)	(1.4	)
CTI restructuring	1.0			.3
Adjusted operating margin	8.0		%	10.6		%	(2.6	)	(.8	)
Change in Active Representatives									8	%
Change in units sold									9	%

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

Three Months Ended March 31, 2015

Total revenue decreased 16% compared to the prior-year period, due to the unfavorable impact from foreign exchange which is primarily driven by the strengthening of the U.S. dollar relative to the Russian ruble and Ukrainian hryvnia. On a Constant $ basis, revenue grew 9%, primarily driven by Eastern Europe. The region's Constant $ revenue growth was primarily due to an increase in Active Representatives.

In Russia, revenue declined 29%, which was unfavorably impacted by foreign exchange. On a Constant $ basis, Russia's revenue grew 26%, primarily due to an increase in Active Representatives which benefited from sustained momentum in recruiting and retention. Russia's Constant $ revenue also benefited from the timing of our sale campaigns. As compared to the current Constant $ growth rates, revenue growth in Russia is expected to be tempered in the second half of 2015. In the United Kingdom, revenue declined 7%, which was unfavorably impacted by foreign exchange. On a Constant $ basis, the United Kingdom's revenue grew 1%, primarily due to higher average order, which was partially offset by a decrease in Active Representatives. In Turkey, revenue declined 5%, which was unfavorably impacted by foreign exchange. On a Constant $ basis, Turkey's revenue grew 5%, primarily due to higher average order and an increase in Active Representatives. In South Africa, revenue increased 8%, which was unfavorably impacted by foreign exchange. On a Constant $ basis, South Africa’s revenue grew 17%, primarily due to an increase in Active Representatives and higher average order.

Operating margin was negatively impacted by .7 points as compared to the prior-year period from higher CTI restructuring. Adjusted operating margin decreased 2.6 points, or .8 points on a Constant $ basis, primarily as a result of:

• a decline of 1.9 points due to lower gross margin caused primarily by an estimated 4 points from foreign currency transaction losses, partially offset by approximately 2 points from lower supply chain costs. Supply chain costs benefited as a result of lower obsolescence, lower material costs, and lower overhead costs which were attributable to increased productivity;

• a decline of .4 points due to higher Representative and sales leader expense; and

• a net benefit of 1.4 points primarily due to the Constant $ revenue growth with respect to our fixed expenses and a reduction of corporate expenses, which are allocated from Global.

30

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

North America

	Three Months Ended March 31,
							%/Point Change
	2015			2014			US$		Constant $
Total revenue	$	242.1		$	295.7		(18	)%	(17	)%
Operating loss	(13.2		)	(8.5		)	(55	)%	(59	)%
CTI restructuring	6.0			5.6
Adjusted operating loss	$	(7.2	)	$	(2.9	)	*		*
Operating margin	(5.5		)%	(2.9		)%	(2.6	)	(2.6	)
CTI restructuring	2.5			1.9
Adjusted operating margin	(3.0		)%	(1.0		)%	(2.0	)	(2.1	)
Change in Active Representatives									(17	)%
Change in units sold									(25	)%

* Calculation not meaningful

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

Three Months Ended March 31, 2015

Total revenue decreased 18%, or 17% on a Constant $ basis, compared to the prior-year period, primarily due to a decrease in Active Representatives. Sales from Beauty products declined 17% on both a reported and Constant $ basis. Sales from Fashion & Home products declined 19%, or 18% on a Constant $ basis.

Operating margin was negatively impacted by .6 points as compared to the prior-year period from higher CTI restructuring. Adjusted operating margin decreased 2.0 points, or 2.1 points on a Constant $ basis, primarily as a result of:

• a net decline of 1.7 points due to the unfavorable impact of declining revenue with respect to our fixed expenses, partially offset by lower fixed expenses primarily resulting from our cost savings initiatives, mainly reductions in headcount that were associated with the $400M Cost Savings Initiative;

• a decline of 1.7 points due to higher advertising spend;

• a benefit of 1.5 points due to lower net brochure costs, which was primarily as a result of cost savings initiatives;

• a benefit of .8 points due to lower bad debt expense; and

• various other insignificant items that contributed to the decrease in Adjusted operating margin.

Asia Pacific

	Three Months Ended March 31,
							%/Point Change
	2015			2014			US$		Constant $
Total revenue	$	164.6		$	166.4		(1	)%	2	%
Operating profit	7.9			7.7			3	%	3	%
CTI restructuring	8.8			.3
Adjusted operating profit	$	16.7		$	8.0		*		*
Operating margin	4.8		%	4.6		%	.2		—
CTI restructuring	5.3			.2
Adjusted operating margin	10.1		%	4.8		%	5.3		5.3
Change in Active Representatives									(2	)%
Change in units sold									(2	)%

* Calculation not meaningful

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

31

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

Three Months Ended March 31, 2015

Total revenue decreased 1% compared to the prior-year period, due to the unfavorable impact from foreign exchange. On a Constant $ basis, revenue increased 2%, primarily driven by the Philippines. Constant $ revenue for the region benefited from higher average order, which was partially offset by a decrease in Active Representatives. Revenue in the Philippines increased 8%, or 7% on a Constant $ basis, primarily due to higher average order, as a result of strength in Fashion & Home.

Operating margin was negatively impacted by 5.1 points as compared to the prior-year period from higher CTI restructuring. Adjusted operating margin increased 5.3 points on both a reported and Constant $ basis, primarily as a result of:

• a net benefit of 3.5 points primarily due to lower fixed expenses, which primarily resulted from our cost savings initiatives, mainly reductions in headcount associated with the $400M Cost Savings Initiative, and a reduction of corporate expenses, which are allocated from Global;

• a benefit of .9 points due to higher gross margin caused primarily by 2.4 points from lower supply chain costs, largely due to lower obsolescence, as well as lower overhead costs. These items were partially offset by 1.2 points from the unfavorable net impact of pricing and mix; and

• a benefit of .7 points from lower bad debt expense primarily in the Philippines.

Global Expenses

	Three Months Ended March 31,
	2015			2014			% Change
Total global expenses	$	113.4		$	181.2		(37	)%
CTI restructuring	9.8			(.3		)
FCPA accrual	—			46.0
Adjusted total global expenses	$	103.6		$	135.5		(24	)%
Allocated to segments	(85.8		)	(107.1		)	(20	)%
Adjusted net global expenses	$	17.8		$	28.4		(37	)%
Net global expenses(1)	$	27.6		$	74.1		(63	)%

(1) Net global expenses represents total global expenses less amounts allocated to segments.

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

Three Months Ended March 31, 2015

The comparability of total global expenses was impacted by the $46 accrual for the settlements related to the FCPA investigations, which was recorded in the first quarter of 2014 that did not recur in 2015, and by higher CTI restructuring. Adjusted total global expenses decreased compared to the prior-year period primarily as a result of cost savings initiatives, including lower expenses related to our SMT project, and lower expenses associated with long-term employee incentive compensation plans. During the first quarter of 2015, we updated our estimates associated with long-term employee incentive compensation plans and reversed a portion of such accruals. Amounts allocated to segments decreased compared to the prior-year period primarily due to lower planned corporate expenses, primarily as a result of our cost savings initiatives.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of funds historically have been cash flows from operations, public offerings of notes, bank financings, issuance of commercial paper, borrowings under lines of credit and a private placement of notes. At March 31, 2015, we had cash and cash equivalents totaling approximately $669. We believe that our sources of funding will be sufficient to satisfy our currently anticipated cash requirements through at least the next twelve months.

We may seek to repurchase our equity and/or to retire our outstanding debt in open market purchases, privately negotiated transactions, through derivative instruments or otherwise. Repurchases of equity and debt may be funded by the incurrence of additional debt or the issuance of equity or convertible securities and 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 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.Our credit ratings were downgraded in 2014 and 2015, which may impact our access to these transactions on favorable terms, if at all. For more information see "Risk Factors - Our credit ratings were downgraded in 2014, which could limit our access to financing, affect the market price of our financing and

32

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

increase financing costs. A further downgrade in our credit ratings may adversely affect our access to liquidity, and our working capital," "Risk Factors - Our indebtedness could adversely affect us by reducing our flexibility to respond to changing business and economic conditions," and "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or markets, such as Russia, or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings" contained in our 2014 Form 10-K.

Our liquidity could also be negatively impacted by restructuring initiatives, dividends, capital expenditures, acquisitions, and certain contingencies, including any legal or regulatory settlements, described more fully in Note 5, Contingencies, to the consolidated financial statements included herein. See our Cautionary Statement for purposes of the “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 contained in this report.

Cash Flows

Net Cash Used by Operating Activities

Net cash used by operating activities during the first three months of 2015 was approximately $198, as compared to net cash used of $113 during the first three months of 2014. The approximate $85 increase to net cash used by operating activities was primarily due to the $67 payment to the U.S. Securities and Exchange Commission ("SEC") in connection with the FCPA settlement and lower cash-related earnings, which were impacted by the unfavorable impact of foreign currency translation. Lower payments for employee incentive compensation partially offset these items.

Net Cash Used by Investing Activities

Net cash used by investing activities during the first three months of 2015 was approximately $3 lower than during the first three months of 2014 primarily due to lower capital expenditures.

Net Cash Used by Financing Activities

Net cash used by continuing financing activities during the first three months of 2015 was approximately $7 lower than during the first three months of 2014 primarily due to lower debt repayments.

We have maintained a dividend of $.06 per share for the first quarter of 2015, which was equivalent to our quarterly dividends throughout 2014.

Capital Resources

Revolving Credit Facility

In March 2013, we entered into a four-year $1 billion revolving credit facility (the “2013 revolving credit facility”), which expires in March 2017. Borrowings under the 2013 revolving credit facility 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. As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility. We are currently in the process of negotiating a new revolving credit facility that will replace our existing 2013 revolving credit facility. The terms and conditions of the new revolving credit facility are expected to be materially different than our existing 2013 revolving credit facility and reflective of our current long-term credit ratings. There can be no assurance that the new revolving credit facility will be consummated.

The 2013 revolving credit facility contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. The 2013 revolving credit facility also contains a covenant that limits our subsidiary debt to existing subsidiary debt at February 28, 2013 plus $500.0, with certain other exceptions. In addition, the 2013 revolving credit facility 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 3.5:1 at the end of the fiscal quarter ended March 31, 2015 and each fiscal quarter thereafter. In addition, the 2013 revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated EBIT (as defined in the 2013 revolving credit facility) 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 2013 revolving credit facility) for the period of four fiscal quarters ending on the date of determination. When calculating the interest coverage and leverage ratios, the 2013 revolving credit facility allows us, subject to certain conditions and limitations, to add back to our consolidated net income, among other items: (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 modification 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

33

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

ruling, in an aggregate amount not to exceed $400.0 for the period from October 1, 2012 until the termination of commitments under the 2013 revolving credit facility (which expires in March 2017); provided, that cash restructuring charges incurred after December 31, 2014 shall not be added back to our consolidated net income. Beginning January 1, 2015, cash charges taken for restructuring cannot be added back to our consolidated net income. As of March 31, 2015, we have less than $6 remaining for the other items (cash charges and other cash expenses, premiums or penalties incurred relating to any legal or regulatory action, settlement, judgment or ruling). We were in compliance with our interest coverage and leverage ratios under the 2013 revolving credit facility as of March 31, 2015. As of March 31, 2015, and based on then applicable interest rates, approximately $500 of the $1 billion 2013 revolving credit facility could have been drawn down without violating any covenant. A continued decline in our business results (including the impact of any adverse foreign exchange movements, significant cash restructuring charges and significant legal settlements or judgments) may further reduce our borrowing capacity under the 2013 revolving credit facility or cause us to be non-compliant with our interest coverage and leverage ratios. If we were to be non-compliant with our interest coverage or leverage ratio, we would no longer have access to our 2013 revolving credit facility and our credit ratings may be downgraded, resulting in increased interest expense under our 2013 Notes (as defined below). As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility.

Public Notes

In March 2013, we issued, in a public offering, $250.0 principal amount of 2.375% Notes due March 15, 2016, $500.0 principal amount of 4.60% Notes due March 15, 2020, $500.0 principal amount of 5.00% Notes due March 15, 2023 and $250.0 principal amount of 6.95% Notes due March 15, 2043 (collectively, the "2013 Notes"). The net proceeds from these 2013 Notes were used to repay outstanding debt. Interest on the 2013 Notes is payable semi-annually on March 15 and September 15 of each year. The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on our credit ratings with S&P and Moody's. As described in the indenture, the interest rates on the 2013 Notes increase by .25% for each one-notch downgrade below investment grade on each of our long-term credit ratings by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes. As a result of the long-term credit rating downgrades by S&P in November 2014 to BB+ (Stable Outlook) and in February 2015 to BB (Stable Outlook), and by Moody's in October 2014 to Ba1 (Stable Outlook), the interest rates on the 2013 Notes have increased by .75%, effective as of March 15, 2015.

At March 31, 2015, we also have outstanding $250.0 principal amount of our 5.75% Notes due March 1, 2018, $250.0 principal amount of our 4.20% Notes due July 15, 2018 and $350.0 principal amount of our 6.50% Notes due March 1, 2019, with interest on each series of these Notes payable semi-annually.

The indentures governing our outstanding notes described above contain certain covenants, including limitations on the incurrence of liens and restrictions on the incurrence of sale/leaseback transactions and transactions involving a merger, consolidation or sale of substantially all of our assets. In addition, these indentures contain customary events of default and cross-default provisions. Further, we would be required to make an offer to repurchase all of our outstanding notes described above, with the exception of our 4.20% Notes due July 15, 2018, at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest in the event of a change in control involving Avon and a corresponding credit ratings downgrade to below investment grade.

Additional Information

Our long-term credit ratings are Ba1 (Stable Outlook) with Moody's, BB (Stable Outlook) with S&P, and BB (Negative Outlook) with Fitch, which are below investment grade. We do not believe these below investment grade long-term credit ratings will have a material impact on our near-term liquidity. However, additional rating agency reviews could result in a change in outlook or downgrade, which could further limit our access to new financing, particularly short-term financing, reduce our flexibility with respect to working capital needs, affect the market price of some or all of our outstanding debt securities, and will likely result in an increase in financing costs, including interest expense under certain of our debt instruments, and less favorable covenants and financial terms under our financing arrangements. For more information, see "Risk Factors - A general economic downturn, a recession globally or in one or more of our geographic regions or markets, such as Russia, or sudden disruption in business conditions or other challenges may adversely affect our business, our access to liquidity and capital, and our credit ratings," "Risk Factors - Our credit ratings were downgraded in 2014, which could limit our access to financing, affect the market price of our financing and increase financing costs. A further downgrade in our credit ratings may adversely affect our access to liquidity, and our working capital," and "Risk Factors - Our indebtedness could adversely affect us by reducing our flexibility to respond to changing business and economic conditions" contained in our 2014 Form 10-K.

34

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT STRATEGIES

Interest Rate Risk

In the past we have used interest-rate swaps to manage our interest rate exposure. The interest-rate swaps were 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. As of March 31, 2015, we do not have any interest-rate swap agreements. Approximately 5% of our debt portfolio at both March 31, 2015 and December 31, 2014 was exposed to floating interest rates.

Foreign Currency Risk

We conduct business globally, with operations in various locations around the world. Over the past three years, approximately 87% 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 may reduce our exposure to fluctuations in cash flows associated with changes in foreign exchange rates by creating offsetting positions, including through the use of derivative financial instruments.

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 initiatives, restructuring and other initiatives and related actions), costs and cost savings, competitive advantages, impairments, the impact of foreign currency devaluations and other laws and regulations, government investigations, internal investigations and compliance reviews, results of litigation, contingencies, taxes and tax rates, potential alliances, acquisitions or divestitures, liquidity, cash flow, uses of cash and financing, 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/or realize the projected benefits (in the amounts and time schedules we expect) from, our stabilization strategies, cost savings initiatives, restructuring 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 including e-commerce, marketing and advertising 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 initiatives, or restructuring and other initiatives;

• our ability to reverse declining revenue, margins and net income, particularly in North America, and to achieve profitable growth, particularly in our largest markets, such as Brazil, and developing and emerging markets, such as Mexico and Russia;

• 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 enhance our sales Leadership programs, to generate Representative activity, to increase the number of consumers served per Representative and their engagement online, to enhance branding and the Representative and consumer experience and increase Representative productivity through field activation programs and technology tools and enablers, to invest in the direct-selling channel, to offer a more social selling experience, and to compete with other direct-selling organizations to recruit, retain and service Representatives and to continue to innovate the direct-selling model;

• general economic and business conditions in our markets, including social, economic and political uncertainties in the international markets in our portfolio, such as in Russia and Ukraine, and any potential sanctions, restrictions or responses to such conditions imposed by other markets in which we operate;

35

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

• the effect of economic factors, including inflation and fluctuations in interest rates and foreign currency exchange rates, as well as the designation of Venezuela as a highly inflationary economy and the devaluation of its currency, the availability of various foreign exchange systems including limited access to SIMADI or the introduction of new exchange systems in Venezuela, foreign exchange restrictions, particularly foreign currency restrictions in Venezuela and Argentina, and the potential effect of such factors on our business, results of operations and financial condition;

• developments in or consequences of any investigations and compliance reviews, and any litigation related thereto, including the investigations and compliance reviews of FCPA and related United States ("U.S.") and foreign law matters in China and additional countries, as well as any disruption or adverse consequencesresulting from such investigations, reviews, related actions or litigation, including the retention of a compliance monitor as required by the deferred prosecution agreement with the U.S. Department of Justice and a consent to settlement with the SEC, any changes in Company policy or procedure suggested by the compliance monitor or undertaken by the Company, the duration of the compliance monitor and whether and when the Company will be permitted to undertake self-reporting, the Company’s compliance with the deferred prosecution agreement and whether and when the charges against the Company are dismissed with prejudice;

• a general economic downturn, a recession globally or in one or more of our geographic regions or markets, such as Russia, 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, pricing, data privacy or other restrictions, the adoption, interpretation and enforcement of foreign laws, including in 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 Venezuela;

• the impact of U.S. tax regulations and changes in tax rates on the value of our deferred tax assets, and declining earnings, including the amount of any domestic source loss and the amount, type, jurisdiction and timing of any foreign source income (which may be impacted by foreign currency movements), on our ability to realize foreign tax credits in the U.S.;

• competitive uncertainties in our markets, including competition from companies in the consumer packaged goods industry, some of which are larger than we are and have greater resources;

• the impact of the adverse effect of volatile 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;

• our ability to attract and retain key personnel;

• 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, and any cyber security breaches, including any security breach of our systems or those of a third-party provider that results in the theft, transfer or unauthorized disclosure of Representative, customer, employee or Company information or compliance with information security and privacy laws and regulations in the event of such an incident which could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations, and related costs to address such malicious intentional acts and to implement adequate preventative measures against cyber security breaches;

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

• any changes to our credit ratings and the impact of such changes on our financing costs, rates, terms, debt service obligations, access to lending sources and working capital needs;

• the impact of our indebtedness, our access to cash and financing, and our ability to secure financing or financing at attractive rates and terms and conditions;

• the impact of a continued decline in our business results, which includes the impact of any adverse foreign exchange movements, significant restructuring charges and significant legal settlements or judgments, on our ability to comply with certain covenants in our revolving credit facility;

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

36

AVON PRODUCTS, INC.

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(U.S. dollars in millions, except per share data)

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

• 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 litigation or with respect to the legal status of Representatives.

Additional information identifying such factors is contained in Item 1A of our 2014 Form 10-K, and other reports and documents we file with the SEC. We undertake no obligation to update any such forward-looking statements.

37

AVON PRODUCTS, INC.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our 2014 Form 10-K.

ITEM 4. 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 March 31, 2015, 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.

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.

38

AVON PRODUCTS, INC.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 5, Contingencies, to the consolidated financial statements included herein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) Repurchases

The following table provides information about our purchases of our common stock during the quarterly period ended March 31, 2015.

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
1/1 - 1/31/15	21,923	(1)	$	8.71	*	*
2/1 - 2/28/15	—		—		*	*
3/1 - 3/31/15	210,557	(1)	9.01		*	*
Total	232,480		$	8.99	*	*

* These amounts are not applicable as the Company does not have a share repurchase program in effect.

(1) 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. EXHIBITS

See Exhibit Index.

39

AVON PRODUCTS, INC.

SIGNATURE

Pursuant to the requirements 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.

		AVON PRODUCTS, INC.
		(Registrant)
Date:	April 30, 2015	/s/ Robert Loughran
		Robert Loughran
		Vice President and
		Corporate Controller
		Signed both on behalf of the
		registrant and as chief
		accounting officer.

40

AVON PRODUCTS, INC.

EXHIBIT INDEX

10.1	Avon Products, Inc. 2013 Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix A to Avon's Proxy Statement as filed on March 27, 2015).
10.2	Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan.
10.3	Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan.
10.4	Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2013 Stock Incentive Plan.
10.5	Avon Products, Inc. International Retirement Plan, amended and restated effective as of January 1, 2009.
10.6	First Amendment, dated as of December 13, 2010, to the Avon Products, Inc. International Retirement Plan as amended and restated effective as of January 1, 2009.
10.7	Employment Offer Letter Agreement including Forms of Restricted Stock Unit ("RSU") Award Agreement and Performance Contingent RSU Award Agreement, dated as of January 23, 2015, between Avon Products, Inc. and James Scully.
10.8	Letter Agreement, dated as of September 13, 2012, between Avon Products, Inc. and John P. Higson.
10.9	Letter Agreement, dated as of February 7, 2012, and Extension Letter, dated as of July 1, 2014, between Avon Products, Inc. and David Legher.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of 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 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 Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

41

EX-10.2

Exhibit 10.2

Model for Amended and Restated 2013 Plan
Combined US & Int’l Annual Time-Based RSU

AVON PRODUCTS, INC.2013 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Grant of Restricted Stock Unit Award. Pursuant to the provisions of its 2013 Stock Incentive Plan, as amended and restated (the “Plan”), Avon Products, Inc. (the “Company”) has awarded you (the “Grantee”) Restricted Stock Units (the “RSUs”), representing the right to receive in the future shares of Stock (the “Shares”) as set forth in the Grantee’s grant notification. These RSUs are subject to the terms and conditions set forth below, as well as those terms and conditions set forth in the Plan, all of which are hereby incorporated by this reference. All capitalized terms used in this Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meaning set forth in the Plan, unless otherwise defined herein.

2.Nature of RSUs; Issuance of Shares.

These RSUs represent a right to receive Shares on the Vesting Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof and of the Plan are met, then the Grantee shall be issued Shares on the Vesting Date (or earlier as provided in this Agreement). In lieu of issuance of Shares for all or a portion of the RSUs, the Company reserves the right to instead make a cash payment to the Grantee equal to the Fair Market Value of the Shares or for a portion of the RSUs, determined as of the Vesting Date (or earlier as provided in this Agreement).

The Grantee should be aware that vesting of the RSUs will result in the ownership of Shares and will require the Grantee to open and use a U.S. brokerage account. The Grantee will personally be responsible for any local compliance requirements in relation to all of the above transactions. These requirements may change from time to time, and the Company cannot guarantee that the Grantee will be able to receive Shares on the Vesting Date. Moreover, the Company is not liable for any decrease of value of the Company’s Shares.

3.Restrictions on Transfer of RSUs.These RSUs may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered.

4.Vesting of RSUs; Voting; Dividends.

(a)    Subject to Section 5, vesting and settlement of the RSUs shall occur on the date set forth in the Grantee’s grant notification (such date the “Vesting Date”).

(b)    The Grantee does not have the right to vote any of the Shares or the right to receive dividends on them prior to the date such Shares are issued to the Grantee (or if such RSUs are settled in cash for all or a portion of the RSUs, prior to the date the Grantee receives the Fair Market Value of the Shares for all or a portion of the RSUs) pursuant to the terms hereof. However, unless otherwise determined by the Committee,

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

the Grantee shall be entitled to “Dividend Equivalent Rights” so that the Grantee will receive a cash payment in respect of the Shares in amounts that would otherwise be payable as dividends with respect to such number of Shares represented by unpaid RSUs by March 15^th following the year in which such dividends are paid.

5.Separation from Service.

(a)    Involuntary Separation from Service by the Company Other Than For Cause

(i)  At Any Time, Where Grantee is Not at Retirement or Would Not Attain Retirement By End of Salary Continuation Period. If: (1) regardless of the date of the Separation from Service the Grantee incurs an involuntary Separation from Service by the Company (and, if applicable, by any Subsidiary for whom the Grantee is employed) other than for Cause; and (2) the Grantee has not attained Retirement and will not be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any Subsidiary or some other agreement between the Grantee and the Company or any Subsidiary (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made by the Grantee under such plan or agreement), then a pro-rata portion of the RSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such vested Shares shall be issued to the Grantee within sixty (60) days after such Separation from Service, unless such Grantee is a “specified employee” on the date of Separation from Service, as defined in U.S. Internal Revenue Code Section 409A and determined pursuant to procedures and elections made by the Company from time to time, in which case, the Shares shall be issued on the date which is six months after the Separation from Service. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the RSU by a fraction, which shall be the number of complete months of employment from the date of grant (the “Grant Date”) to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(ii)  Separation from Service Occurs Prior to January 1 of the Year Following the Grant Date, Where Grantee Either At Retirement or Will Attain Retirement By End of Salary Continuation Period. If: (1) the date of the Separation from Service occurs prior to January 1 of the year following the Grant Date; (2) the Grantee incurs an involuntary Separation from Service by the Company (and, if applicable, by any Subsidiary for whom the Grantee is employed) other than for Cause; and (3) either: (A) the Grantee is eligible for Retirement at the time of the date of the Separation from Service; or (B) the Grantee will be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any Subsidiary or some other agreement between the Grantee and the Company or any Subsidiary (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made by the Grantee under such plan or agreement), then a pro-rata

2

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

portion of the RSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such vested Shares shall be issued to the Grantee within sixty (60) days after such Separation from Service, unless such Grantee is a “specified employee” on the date of Separation from Service, as defined in U.S. Internal Revenue Code Section 409A and determined pursuant to procedures and elections made by the Company from time to time, in which case, the Shares shall be issued on the date which is six months after the Separation from Service. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the RSU by a fraction, which shall be the number of complete months of employment from the Grant Date to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(iii)  Separation From Service Occurs on or after January 1 of the Year Following the Grant Date, Where Grantee Either At Retirement or Will Attain Retirement By End of Salary Continuation Period. If: (1) the date of the Separation from Service occurs on or after January 1 of the year following the Grant Date; (2) the Grantee incurs an involuntary Separation from Service by the Company (and, if applicable, by any Subsidiary for whom the Grantee is employed) other than for Cause on or after the January 1 of the year following the Grant Date; and (3) either (A) the Grantee is eligible for Retirement at the time of the date of the Separation from Service; or (B) the Grantee will be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any Subsidiary or some other agreement between the Grantee and the Company or any Subsidiary (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made by the Grantee under such plan or agreement), then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall continue to be issued to the Grantee on the Vesting Date.

(b)    Voluntary Separation from Service Due to Retirement

    (i)  Separation From Service Prior to January 1 of the Year Following the Grant Date. If: (1) the date of the Separation from Service occurs prior to January 1 of the year following the Grant Date; and (2) the Grantee incurs a voluntary Separation from Service due to Retirement, then a pro-rata portion of the RSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such vested Shares shall be issued to the Grantee within sixty (60) days after such Separation from Service, unless such Grantee is a “specified employee” on the date of Separation from Service, as defined in U.S. Internal Revenue Code Section 409A and determined pursuant to procedures and elections made by the Company from time to time, in which case, the Shares shall be issued on the date which is six months after the Separation from Service. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the RSU by a fraction, which shall be the number of complete months of employment from the Grant Date to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

3

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

(ii)   Separation From Service On or After January 1 of the Year Following the Grant Date. If: (1) the date of the Separation from Service occurs on or after January 1 of the year following the Grant Date; and (2) the Grantee incurs a voluntary Separation from Service due to Retirement, then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall continue to be issued to the Grantee on the Vesting Date.

(c)    Separation from Service due to Disability. If the Grantee incurs a Separation from Service due to Disability, then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall continue to be issued to the Grantee on the Vesting Date.

(d)    Death. If the Grantee dies before otherwise incurring a Separation from Service, then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall be issued to the Grantee’s designated beneficiary (or if none, the Grantee’s estate) within sixty (60) days after such death.

(e)    Separations from Service Causing Forfeiture. All RSUs are forfeited if the Grantee incurs a Separation from Service from the Company (and, if applicable, from any Subsidiary by whom the Grantee is employed) under any of the following conditions: (i) an involuntary Separation from Service by the Company or any Subsidiary for Cause prior to the Vesting Date; or (ii) a voluntary Separation from Service (excluding Retirement or Disability) prior to the Vesting Date.

(f)    Change in Control. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the vesting and payment of the RSUs shall be governed by the provisions of the Plan regarding a Change in Control, which are incorporated herein by reference.

(g)    Paid or Unpaid Leave of Absence or Change in Subsidiary Status for Subsidiary Employing Grantee. For purposes of determining the vesting of RSUs under this Agreement, a paid or unpaid leave of absence of the Grantee shall not constitute a Separation from Service of the Grantee, except to the extent that such leave of absence constitutes a “separation from service” (as defined in U.S. Internal Revenue Code Section 409A). During a paid or unpaid leave of absence, until a “separation from service” occurs, the RSUs shall continue to vest as set forth in this Agreement and the grant notification referred to in Section 4(a) of this Agreement. For purposes of determining the vesting of RSUs under this Agreement, the Grantee’s employment by a Subsidiary shall be considered a Separation from Service on the date on which such Subsidiary ceases to be a Subsidiary, provided that payment shall continue to be made in accordance with this Agreement.

4

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

6.    Non-Competition/Non-Solicitation/Non-Disclosure.

The Grantee agrees that, during the Grantee’s employment, beginning on the Grant Date, and for a period of one year after the Grantee’s Separation from Service with the Company (and, if applicable, a Subsidiary) for any reason whatsoever (including Retirement or Disability), he or she shall not, without the prior written consent of the Committee, engage in either of the following activities:

(a)    the Grantee shall not directly or indirectly engage or otherwise participate in any business which is competitive with any significant business of the Company or any Subsidiary, including without limitation, the Grantee’s acceptance of employment with, entrance into a consulting or advisory arrangement with, rendering services to or otherwise facilitating the business of Amway Corp./Alticor Inc., Amore Pacific, Arabela, Arbonne, Beiersdorf (Nivea), COTY, De Millus S.A., Ebel Int’l/Belcorp Corp., Elizabeth Arden, Faberlic, Herbalife Ltd., Inter Parfums, Jequiti, Lady Racine/LR Health & Beauty Systems GmbH, LG Health & Household, L’Occitane, 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., Origami Owl, Reckitt Benckiser PLC, Revlon Inc., Rodan & Fields, Shaklee Corp., Shiseido, Stella & Dot, Silpada, The Body Shop Int’l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int’l (Yanbal, Unique), Younique or any of their affiliates; and

(b)    the Grantee shall not solicit or aid in the solicitation of any employees of the Company or any Subsidiary to leave their employment.

In addition, the Grantee shall not, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any secret or confidential information, knowledge or data, including without limitation any trade secrets, relating to the Company or a Subsidiary, and their respective businesses, obtained by the Grantee during his or her employment by the Company or a Subsidiary and which is not otherwise publicly known (other than by reason of an unauthorized act by the Grantee), to anyone other than the Company and those designated by it.

In the event the Company determines that the Grantee has breached any term of this Section 6 or any non-disclosure, non-compete or non-solicitation covenant set forth in his or her severance agreement, employment contract or any Company policy, in addition to any other remedies the Company may have available to it, unless otherwise determined by the Committee: (x) all unvested RSUs granted hereunder shall be forfeited; (y) if Shares have been issued to the Grantee in respect of vested RSUs hereunder, then, the Grantee shall forfeit all such Shares so issued to the Grantee hereunder; and (z) if cash has been paid to the Grantee in lieu of Shares in respect of all or a portion of the vested RSUs hereunder, the Grantee shall pay to the Company all such cash so paid in lieu of Shares for all or a portion of the RSUs to the Grantee hereunder; provided, however, that if the Grantee no longer holds Shares issued to the Grantee

5

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

hereunder, then, the Grantee shall pay to the Company in cash the Fair Market Value of any such Shares on the date such Shares were issued to the Grantee hereunder.

7.Recoupment. Except where void by law and unless otherwise determined, the RSUs and the Shares issued (or the cash payment if the Company elected, instead of Shares to make a cash payment equal to the Fair Market Value of the Shares determined on the Settlement Date) in respect of all or a portion of the vested RSUs hereunder is subject to forfeiture and/or recoupment in the event that a Grantee has engaged in misconduct, including: (y) a serious violation of the Company’s Code of Conduct; or (z) a violation of law within the scope of employment with the Company. All RSUs hereunder are also subject to the Company’s Compensation Recoupment Policy.

8.Service Acknowledgments.

The Grantee acknowledges and agrees as follows:

(a)    The execution and delivery of this Agreement and the granting of the RSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its Subsidiaries to employ the Grantee for any specific period. Moreover the RSUs do not become part of the contract of employment or any other employment relationship with the Grantee’s employer.

(b)    The award of the RSUs hereunder is voluntary and occasional and does not entitle the Grantee to any benefit other than that specifically granted under this Agreement and under the Plan, nor to any future grants or other benefits under the Plan or any similar plan, even if RSUs have ever been granted in the past or have repeatedly been granted in the past. Any benefits granted under this Agreement and under the Plan are extraordinary and not part of the Grantee’s ordinary or expectedcompensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries. The Grantee understands and accepts that the benefits granted under the Plan are entirely at the grace and discretion of the Company and that the Company retains the right to amend or terminate the Plan, and/or the Grantee’s participation therein, at any time, at the Company’s sole discretion and without notice, subject to applicable law.

(c)    Nothing in this Agreement shall confer upon the Grantee any right to continue in the service of the Company or a Subsidiary or interfere in any way with any right of the Company or a Subsidiary to terminate the employment of the Grantee at any time, subject to applicable law.

(d)    The Grantee is voluntarily participating in the Plan.

(e)    The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

6

Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

(f)    All decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(g)    The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. The value of the Shares may increase or decrease.

(h)    Neither the Company nor any Subsidiary is providing any tax, legal or financial advice or making any recommendations regarding the Grantee’s participation in the Plan.

(i)    In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages arises from termination of the RSUs or diminution in value of the RSUs or payments made upon settlement of the RSUs resulting from termination of the Grantee’s service (for any reason whether or not in breach of local law) and the Grantee irrevocably releases the Company and its Subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by accepting the RSUs, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such a claim.

(j)    Any notice period mandated under applicable law shall not be treated as service for the purpose of determining the vesting of the RSUs; and the Grantee’s right to vesting of Shares in settlement of the RSUs after termination of service, if any, will be measured by the date of termination of the Grantee’s active service and will not be extended by any notice period mandated under applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Grantee’s service has terminated and the effective date of such termination.

(k)    The grant of RSUs will not be interpreted to form an employment contract or employment relationship with the Company or any of its Subsidiaries that does not otherwise exist.

9.    Data Privacy Acknowledgment and Consent.

By signing this Agreement, the Grantee acknowledges and agrees that in order to implement, manage and administer the Grantee’s participation in the Plan and/or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to the RSUs, the Company and/or an entity belonging to the Company’s group of companies (including the Grantee’s employer) may need to process the Grantee’s personal data (electronically or otherwise) including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Personal Data”). The transfer of Personal Data to and collection by third party service providers outside the Company’s group of companies, such as the Company’s authorized agent, may also be necessary in order to manage and administer the Plan.

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The Grantee expressly and unambiguously consents to the collection and processing of Personal Data by the Company, entities belonging to the Company’s group of companies, and third party service providers. Grantee understands that Company may transfer Grantee’s Personal Data to the United States, or other countries may have a different or lower level of data protection law than the Grantee’s home country and which are not considered by the European Commission to have data protection laws equivalent to the laws in Grantee’s country. The Company therefore maintains an EU-US Safe Harbor certification to protect Grantee’s data consistent with data protection laws of the EU.

The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon settlement of the RSUs. The Grantee understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local stock program coordinator.

If Grantee does not consent, or if Grantee later seeks to revoke Grantee’s consent, Grantee’s employment status or career with the Company or Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing Grantee’s consent is that the Company would not be able to grant RSUs under the Plan or other equity awards, or administer or maintain such awards. Therefore, Grantee understands that refusing or withdrawing Grantee’s consent may affect Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact the Grantee’s local stock program coordinator.

The Company will take reasonable measures to keep the Personal Data private, confidential and accurate. The Grantee may obtain details with respect to the collection, use, processing and transfer of his/her Personal Data in relation to Plan participation and may also request a list with names and addresses of any potential recipients of the Data and/or access to and updates of such Personal Data, if needed, by contacting his or her local stock program coordinator.

10.    Application of Laws. The granting of these RSUs and the delivery of Shares hereunder shall be subject to all applicable laws, rules and regulations.

11.Responsibility for Taxes.

By accepting this grant, the Grantee hereby irrevocably elects to satisfy any taxes and social insurance contribution withholding required to be withheld by the Company or its subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale

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of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the RSUs or Grantee’s wages or other compensation to fully satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.

Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements (for those Grantees eligible, because the Grantee elects, pursuant to the Company’s Deferred Compensation Plan, to defer the delivery of Shares payable hereunder) or for some other reason, the Grantee hereby irrevocably elects to satisfy the Tax Liability due on the applicable Vesting Date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability.

Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Grantee acknowledges and agrees that the ultimate responsibility for the Tax Liability is and remains with the Grantee. The Grantee further acknowledges that: (x) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the RSUs to reduce or eliminate the Tax Liability; and (z) the Grantee should consult a tax adviser regarding the Tax Liability.

The Grantee acknowledges that he or she may not participate in the Plan and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Grantee.

12.U.S. Internal Revenue Code Section 409A. To the extent the Grantee is subject to U.S. Internal Revenue Code Section 409A, any provision, application or interpretation of this RSU that is inconsistent with such U.S. Internal Revenue Code Sections shall be disregarded with respect to such RSU, as applicable. In no event shall the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes imposed in connection with a failure of the Plan to comply with U.S. Internal Revenue Code Section 409A.

13.    Provisions Inconsistent with Laws andTranslation. In the event any provision of this Agreement conflicts with applicable mandatory law, the provisions of such law shall govern. To the extent that the Grantee has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

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14.    Acknowledgment. The Company and the Grantee agree that the RSUs are granted under and governed by the Grantee’s grant notification, this Agreement and by the provisions of the Plan (incorporated herein by reference). The Grantee: (x) acknowledges receipt of a copy of each of the foregoing documents; (y) represents that the Grantee has carefully read and is familiar with their provisions; and (z) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Grantee’s grant notification. The Grantee also acknowledges receipt of the Plan prospectus.

15.    Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and the Grantee with all applicable laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer.

16.    Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Grantee (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

17.    Foreign Exchange. Where applicable, the Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of the Shares pursuant to the vesting of the RSUs and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation. Grantee acknowledges and agrees that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

18.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan or future RSUs that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Such means of electronic delivery may

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include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Grantee consents to the electronic delivery of the Plan documents and this Agreement. The Grantee acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Grantee by contacting the Company by telephone or in writing. The Grantee further acknowledges that the Grantee will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Grantee understands that the Grantee must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Grantee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Grantee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Grantee understands that he or she is not required to consent to electronic delivery of documents.

19.     No Advice Regarding Grant. The C Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations or assessments regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares. Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

20.    Appendix. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any special terms, conditions or notifications set forth in Appendix A to this Agreement for the Grantee’s country, which shall constitute part of this Agreement. Moreover, if the Grantee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Grantee have executed this Agreement as of the Grant Date.

By the Grantee’s acceptance of the RSU, the Grantee and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee has reviewed the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee further agrees to notify the Company upon any change in Grantee’s residence address.

AVON PRODUCTS, INC.	GRANTEE
_________________________ Chief Executive Officer	_________________________ Name:

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APPENDIX A

ADDITIONAL TERMS AND CONDITIONS OF THE

INTERNATIONAL ANNUALRESTRICTED STOCK UNIT AWARD AGREEMENT UNDER

THE AVON PRODUCTS, INC. 2013 STOCK INCENTIVE PLAN

NON-U.S. EMPLOYEES

This Appendix includes additional terms and conditions that govern the RSUs granted to the Grantee under the Plan if the Grantee resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.

The Grantee understands and agrees that the Company strongly recommends that the Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because applicable rules and regulations regularly change, sometimes on a retroactive basis, and the information may be out of date at the time the RSUs vest or the Shares are issued under the Plan.

In addition, the information contained herein is general in nature and may not apply to Grantee’s particular situation and the Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws of Grantee’s country may apply to his or her situation.

The Grantee further understands and agrees that if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working, transfer employment after grant of the RSUs, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Grantee, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Argentina

Securities Law Notice

The Grantee understands and agrees that neither the grant of the RSUs nor the issuance of Shares constitute a public offering as defined under Argentine law. The offering of the RSU is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

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Exchange Control Information

In the event that Grantee transfers proceeds in excess of US$2,000,000 from the sale of shares into Argentina in a single month, Grantee will be subject to certain exchange control laws. Please note that exchange control regulations in Argentina are subject to frequent change. Grantee is encouraged to consult with a personal legal advisor regarding any exchange control obligations that Grantee
may have.

Australia

Australian Securities Laws

If Grantee acquires Shares under the Plan and resells them in Australia, he or she may be required to comply with certain Australian securities law disclosure requirements or other restrictions.

Foreign Exchange

Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the inflow of funds from the vesting of the RSUs or subsequent sale of the Shares and any dividends (if any) and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Brazil

Compliance with Laws

By accepting the RSUs, Grantee acknowledges that Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax Liability associated with the vesting of the RSUs, the sale of the Shares acquired pursuant thereto and the receipt of any dividends. That Grantee agrees that, for all legal purposes: (i) the benefits provided under the Plan are the result of commercial transactions unrelated to the Grantee’s employment; (ii) the Plan is not a part of the terms and conditions of the Grantee’s employment; and (iii) the income from the RSUs, if any, is not part of the Grantee’s remuneration from employment.

Report of Overseas Assets

If Grantee is resident or domiciled in Brazil, Grantee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. Assets and rights that must be reported include, but are not limited to, the Shares acquired under the Plan.

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Bulgaria

Foreign Exchange Notice

Foreign brokerage account balances in excess of BGN 50,000 on each December 31^st must be reported to the Bulgarian National Bank by March 31^st of the following calendar year. Moreover, for payments equal to or exceeding BGN 5,000, a statistical form must be submitted to the commercial bank handling the transaction.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Bulgaria.

Canada

Share Settlement

Notwithstanding any discretion or anything to the contrary in the Plan, the grant of the RSUs does not provide any right for the Grantee to receive a cash payment and the RSUs will be settled in Shares only.

French Language Waiver

The following provisions will apply to Grantees who are residents of Quebec:

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“Agreement”), ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Data Privacy Notice and Consent

This provision supplements Section 9 of the Agreement:

Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Grantee further authorizes the Company and any Subsidiary or affiliate and the Committee to disclose and discuss the Plan with their advisors. Grantee further authorizes the Company and any Subsidiary or affiliate to record such information and to keep such information in Grantee’s employee file.

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Chile

Securities Law Information

Neither the Company nor the Shares that may be issued under this award are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

Exchange Control Information

It is your responsibility to make sure that you comply with exchange control requirements in Chile when the value of your share transaction is in excess of US$10,000.

If the RSUs are settled in Shares and the aggregate value of the Shares exceeds US$10,000, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the RSUs.

You are not required to repatriate funds obtained from the sale of shares acquired pursuant to your grant of RSUs. However, if you decide to repatriate such funds, you must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, you must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If your aggregate investments held outside of Chile exceeds US$5,000,000 (including shares acquired under the Plan), you must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to the vesting of the Restricted Stock Units.

Annual Tax Reporting Obligation

The Chilean Internal Revenue (the "CIRS") requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the gains/losses from foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 "Annual Sworn Statement Regarding Credits for Taxes Paid Abroad" and Tax Form 1851 "Annual Sworn Statement Regarding Investments Held Abroad." If you are not a Chilean citizen and have been a resident in Chile for less than three years, you are exempt from the requirement to file Tax Form

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1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.

Colombia

Foreign Exchange Notice

The Grantee understands and acknowledges that if the Grantee’s total overseas investments, including but not limited to any Shares acquired under the Plan, at any time exceeds US $500,000, the Grantee must register such investments with the Colombian Central Bank by June 30 of the following year.

Overseas Investment Registration

You understand and acknowledge that if your total overseas investments, including but not limited to any payment or Shares acquired pursuant to the Plan, at any time exceeds US $500,000, you are required to register such investments with the Colombian Central Bank by June 30 of the following year.

Czech Republic

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the Czech Republic.

Ecuador

There are no country specific provisions.

Egypt

Exchange Control Notification

If the Grantee transfers funds into or out of Egypt in connection with the payment for the RSUs, he or she is required to transfer the funds through a registered bank in Egypt.

France

Language Consent

In accepting the grant of the RSUs and the Agreement which provides for the terms and conditions of the RSUs, the Grantee confirms that he or she has read and understood the documents relating to the RSUs (the Plan and the Agreement), which were provided in the English language. The Grantee accepts the terms of these documents accordingly.

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Consentement Relatif à la Langue Utilisée

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de cette attribution gratuite d’actions, l’employé confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui lui ont été communiqués en langue anglaise. L’employé en accepte les termes en connaissance de cause.

Tax Reporting Information

If Grantee holds Shares outside of France or maintains a foreign bank account, Grantee is required to report such to the French tax authorities when filing his or her annual tax return.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

Germany

Exchange Control Information

If you remit proceeds in excess of €12,500 out of or into Germany, such cross-border payment must be reported monthly to the State Central Bank. In the event that you make or receive a payment in excess of this amount, you are responsible for obtaining the appropriate form from a German bank and complying with applicable reporting requirements. In addition, you must also report on an annual basis in the event that you hold shares exceeding 10% of the total voting capital of the Company.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

Greece

Securities Disclaimer

Participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

Guatemala

There are no country specific provisions.

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Hong Kong

Securities Law Notice

The RSUs and Shares issued upon vesting of the RSUs do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Subsidiaries. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person. If the Grantee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Grantee should obtain independent professional advice.

Non-ORSO Scheme

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement scheme for the purposes of ORSO, the Grantee’s grant shall be void.

Hungary

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Hungary.

The grant of RSUs is made pursuant to and in compliance with the private placement rules under the Capital Markets Act CXX of 2001.

India

Fund Repatriation

The Grantee understands that he or she must repatriate any proceeds from the sale of Shares acquired under the Plan to India and convert the proceeds into local currency within ninety (90) days of receipt. The Grantee will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Grantee should maintain the FIRC as evidence of the repatriation of fund in the event the Reserve Bank of India or the Company requests proof of repatriation.

Tax Information

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To determine the Tax Liability, the Company or the Grantee’s Indian employer must obtain a valuation from a Merchant Banker in India. Neither the Company nor the Indian employer is under any obligation to obtain a valuation at a particular price nor are they required to obtain a valuation more frequently than every 180 days.

Italy

Foreign Exchange

To participate in the Plan, the Grantee must comply with exchange control regulations in Italy. Transfer of funds in excess of a certain amount to or from Italy in connection with the Grantee’s participation in the Plan may need to be reported in the Grantee’s individual tax return. In addition, Shares held by the Grantee in excess of a certain value may need to be reported on the Grantee’s individual tax return. The Grantee is urged to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.

Plan Document Acknowledgment.

In accepting the RSUs, Grantee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

Kazakhstan

Exchange Control Information

Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you are nevertheless required to notify the National Bank of Kazakhstan when you acquire Shares under the Plan.

Lithuania

There are no country specific provisions.

Malaysia

Securities Law Notice

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The grant of RSUs has been made in compliance with applicable Malaysian securities requirements including, as appropriate, filing an Information Memorandum with the Malaysian Securities Commission.

Malaysian Insider Trading Notification

You should be aware of the Malaysian insider-trading rules, which may impact your acquisition or disposal of shares or rights to shares under the Plan. Under the Malaysian insider-trading rules, you are prohibited from acquiring or selling shares or rights to shares (e.g., an award under the Plan) when you are in possession of information which is not generally available and which you know or should know will have a material effect on the price of shares once such information is generally available.

Director Notification Obligation

If you are a director of the Company's Malaysian Subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., an award under the Plan or shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

Mexico

Employment and Labor Law Acknowledgments

As a condition of accepting the RSU, the Grantee acknowledges and agrees that: (i) the RSU is not related to the salary or any other contractual benefits provided to the Grantee by the Grantee’s employer; (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment; (iii) the grant of the RSU is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to the Grantee; and (iv) neither the grant of the RSU nor the issuance of Shares in any way establishes a labor relationship between the Grantee and the Company, which is headquartered in the United States, or any additional rights between the Grantee and the Grantee’s employer, based in Mexico.

By accepting the RSU, the Grantee acknowledges that the Grantee has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety, and fully understands and accepts all provisions of the Plan and the Agreement.

The Grantee acknowledges and confirms that the Grantee does not reserve any action or right to bring any claim against the Company or its Subsidiaries for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad

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release to the Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Compliance with Mexican Securities Laws

The Plan, the RSUs and the Shares are exempt from affirmative registration requirements in Mexico since the rights to acquire Shares under the RSUs and the Plan are limited to specified qualified employees in Mexico and communicated in a private and confidential manner.

Morocco

Foreign Exchange Notice

The transfer of funds abroad is subject to prior approval by the Foreign Exchange Office of the Ministry of Finance (FEO). Repatriation of cash proceeds from an award, including dividends and proceeds from the sale of Shares underlying any award, may be required.

Peru

There are no country specific provisions.

Philippines

Securities Law Notice

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

The Grantee acknowledges that he or she is permitted to sell Shares acquired under the Plan through the designated plan broker appointed by the Company, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

Poland

Foreign Exchange Notice

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The Grantee understands and acknowledges that the Grantee must notify the National Bank of Poland of the value of all foreign share ownership, including but not limited to Shares acquired under the Plan, if such ownership exceeds a designated threshold. The Grantee is strongly encouraged to consult with an appropriate legal advisor regarding these requirements.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Poland.

Republic of Korea

Foreign Exchange Notices

Please note that the proceeds received from the sale of stock overseas must be reported to Korea within eighteen (18) months if such proceeds exceed U.S. $500,000 per sale. Separate sales may be deemed a single sale if the sole purpose of separate sales was to avoid a sale exceeding the U.S. $500,000 per sale threshold.

If you realize US$500,000 or more from the sale of shares, Korean exchange control laws require you to repatriate the proceeds to Korea within 18 months of the sale.

Romania

Exchange Control Information

If you deposit the proceeds from the sale of Shares issued to you at purchase in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Romania.

Russia

U.S. Transaction

Grantee understands that the RSUs shall be valid and this Agreement shall be concluded and become effective only when the Agreement is electronically received by the Company in the United States. Upon vesting of RSUs, any Shares to be issued to Grantee shall be delivered to him or her through a bank or brokerage account in the

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

United States. Grantee is not permitted to sell the shares directly to other Russian legal entities or individuals nor is Grantee permitted to bring the shares into Russia.

Securities Law Notification

The Agreement, the Plan and all other materials that Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Depending on the development of local regulatory requirements, the Company reserves the right to settle the RSUs in cash or require the immediate sale of Shares following vesting of the RSUs.

Exchange Control Information

Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired under the Plan or the receipt of dividends (if any), Grantee must repatriate the proceeds to Russia. Such proceeds must initially be credited to Grantee through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Grantee is encouraged to contact his or her personal advisor before remitting his or her proceeds to Russia as exchange control requirements may change.

Saudi Arabia

Securities Law Information

The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. You are hereby advised to conduct your own due diligence on the accuracy of the information relating to the Shares. If you do not understand the contents of the Agreement, you should consult an authorized financial advisor.

Serbia

Exchange Control Information

Pursuant to the Law on Foreign Exchange Transactions, Serbian residents may freely acquire Shares under the Plan, however, the National Bank of Serbia generally requires

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

reporting of the acquisition of such Shares, the value of the Shares at payment and, on a quarterly basis, any changes in the value of the underlying Shares. An exemption from this reporting obligation may apply on the basis that the Shares are acquired for no consideration. The Grantee is advised to consult with a personal legal advisor to determine his or her reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia. The Company reserves the right to require the Grantee to report details of the sale of his or her Shares to the Company or to follow such other procedures as may be established by the Company to comply with applicable exchange control regulations.

Singapore

Securities Law Information

The grant of the RSUs, which is being made on a private basis and is, therefore, exempt from registration in Singapore. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement

Directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. They must notify the Singapore Subsidiary in writing of an interest (e.g., RSUs, Shares, etc.) in the Company or any related companies within two days of (i) acquisition or disposal of such interest, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold), or (iii) becoming a director, associate director or shadow director. In addition, a notification must be made of the Grantee’s interests in the Company or any related company within two business days of becoming a director, associate director or shadow director of the Singapore Subsidiary.

South Africa

Exchange Control Information

Employees may need to file notification of participation with exchange control authorities. An annual investment limit may apply to employees even if notification has been filed. Because the exchange control regulations are subject to change, Grantee should consult a personal advisor prior to vesting and settlement of the RSUs to ensure compliance with current regulations. Grantee is responsible for ensuring compliance with all exchange control laws in South Africa.

Spain

Tax Reporting Obligation for Assets Held Abroad

Beginning January 2013, individuals in Spain are required to report assets and right

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

located outside of Spain (which would include Shares or any funds held in a U.S. brokerage account) on Form 720 by March 31st after each calendar year. A report is not required if the value of assets held outside of Spain is EUR 50,000 or less or if the assets held outside of Spain have not increased by more than EUR 20,000 compared to the previous year (assuming that a prior report has been filed reporting these assets). Please consult your personal tax advisor for more information on how to complete the report and the specific information on what types of assets are required to be reported.

Exchange Control Information

Grantee must declare the acquisition of stock in a foreign company (including Shares acquired under the Plan) to the Dirección General de Política Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia for statistical purposes. He or she must also declare ownership of any stock in a foreign company (including Shares acquired under the Plan) with the Directorate of Foreign Transactions each January while the stock is owned. In addition, if Grantee wishes to import the share certificates into Spain, he or she must declare the importation of such securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of the Shares (i.e., dividends or sale proceeds), Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. Grantee will need to provide the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) any further information that may be required.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain.

Taiwan

Securities Disclaimer

The Plan is not registered in Taiwan with the Securities and Futures Bureau and is not subject to the securities laws of Taiwan.

Exchange Control Information

You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

Turkey

The Grantee must sell any Shares acquired pursuant to the RSUs outside of Turkey. The Company’s Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “TGT” and may be sold on this exchange, which is located outside of Turkey.

Ukraine

Exchange Control

Grantee understands and agrees that cross border flow of funds pursuant to the RSUs may require a registration or license with the National Bank of the Ukraine. Grantee is advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable exchange control laws in Ukraine.

Repatriation

Grantee understands and agrees that funds obtained from the sale of Shares obtained through the RSUs must be immediately repatriated to Ukraine. Grantee has been advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable rules.

United Kingdom

Tax and National Insurance Contributions

In the event that the Company determines that it is required to account to HM Revenue & Customs for the Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the RSUs, the Grantee, as a condition to the vesting of the RSUs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding liabilities. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares acquired pursuant to the RSUs.

As a further condition of the vesting of the RSUs under the Plan, the Grantee may at the Company’s discretion be directed to join with the Company, or if and to the extent that there is a change in the law, any of its Subsidiaries or person who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole any Secondary NIC Liability.

To the extent permitted by law, the Grantee hereby agrees to indemnify and keep indemnified the Company and its Subsidiaries for any Tax Liability.

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Annual Time-Based RSU

Securities Disclosure

Neither this Agreement or Appendix is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the RSUs are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary.

Venezuela

Exchange Control Information

Please consult your personal advisor prior to vesting and settlement of the RSUs to ensure compliance with the applicable exchange control regulations in Venezuela, as such regulations are subject to frequent change. You are responsible for ensuring compliance with all exchange control laws in Venezuela.

****

End of the Appendix

A-16

EX-10.3

Exhibit 10.3

Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

AVON PRODUCTS, INC.2013 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

1.Grant of Restricted Stock Unit Award. Pursuant to the provisions of its 2013 Stock Incentive Plan, as amended and restated (the “Plan”), Avon Products, Inc. (the “Company”) has awarded you (the “Grantee”) Restricted Stock Units (the “RSUs”), representing the right to receive in the future shares of Stock (the “Shares”) as set forth in the Grantee’s grant notification. These RSUs are subject to the terms and conditions set forth below, as well as those terms and conditions set forth in the Plan, all of which are hereby incorporated by this reference. All capitalized terms used in this Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meaning set forth in the Plan, unless otherwise defined herein.

2.Nature of RSUs; Issuance of Shares.

These RSUs represent a right to receive Shares on the Vesting Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof and of the Plan are met, then the Grantee shall be issued Shares on the Vesting Date (or earlier as provided in this Agreement). In lieu of issuance of Shares for all or a portion of the RSUs, the Company reserves the right to instead make a cash payment to the Grantee equal to the Fair Market Value of the Shares for all or a portion of the RSUs determined as of the Vesting Date (or earlier as provided in this Agreement).

The Grantee should be aware that vesting of the RSUs will result in the ownership of Shares and will require the Grantee to open and use a U.S. brokerage account. The Grantee will personally be responsible for any local compliance requirements in relation to all of the above transactions. These requirements may change from time to time, and the Company cannot guarantee that the Grantee will be able to receive Shares on the Vesting Date. Moreover, the Company is not liable for any decrease of value of the Company’s Shares.

3.Restrictions on Transfer of RSUs.These RSUs may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered.

4.Vesting of RSUs; Voting; Dividends.

(a)    Subject to Section 5, vesting and settlement of the RSUs shall occur on the date set forth in the Grantee’s grant notification (such date the “Vesting Date”).

(b)    The Grantee does not have the right to vote any of the Shares or the right to receive dividends on them prior to the date such Shares are issued to the Grantee (or if all or a portion of such RSUs are settled in cash, prior to the date the Grantee receives the Fair Market Value of the Shares) pursuant to the terms hereof. However, unless otherwise determined by the Committee, the Grantee shall be entitled to “Dividend

Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

Equivalent Rights” so that the Grantee will receive a cash payment in respect of the Shares in amounts that would otherwise be payable as dividends with respect to such number of Shares represented by unpaid RSUs by March 15^th following the year in which such dividends are paid.

5.Separation from Service.

(a)    Involuntary Separation from Service by the Company Other Than For Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and, if applicable, by any Subsidiary for whom the Grantee is employed) other than for Cause, then a pro-rata portion of the RSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such vested Shares shall be issued to the Grantee within sixty (60) days after such Separation from Service, unless such Grantee is a “specified employee” on the date of Separation from Service, as defined in U.S. Internal Revenue Code Section 409A and determined pursuant to procedures and elections made by the Company from time to time, in which case, the Shares shall be issued on the date which is six months after the Separation from Service. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the RSU by a fraction, which shall be the number of complete months of employment from the date of grant (the “Grant Date”) to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(b)    Separation from Service due to Disability. If the Grantee incurs a Separation from Service due to Disability, then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall continue to be issued to the Grantee on the Vesting Date.

(c)    Death. If the Grantee dies before otherwise incurring a Separation from Service, then all of the RSUs referred to in Section 4(a) above shall become vested and such vested Shares shall be issued to the Grantee’s designated beneficiary (or if none, the Grantee’s estate) within sixty (60) days after such death.

(d)    Separations from Service Causing Forfeiture. All RSUs are forfeited if the Grantee incurs a Separation from Service from the Company (and, if applicable, from any Subsidiary by whom the Grantee is employed) under any of the following conditions: (i) an involuntary Separation from Service by the Company or any Subsidiary for Cause prior to the Vesting Date; or (ii) a voluntary Separation from Service (excluding Disability) prior to the Vesting Date.

(e)    Change in Control. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the vesting and payment of the RSUs shall be governed by the provisions of the Plan regarding a Change in Control, which are incorporated herein by reference.

(f)    Paid or Unpaid Leave of Absence or Change in Subsidiary Status for Subsidiary Employing Grantee. For purposes of determining the vesting of RSUs under

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

this Agreement, a paid or unpaid leave of absence of the Grantee shall not constitute a Separation from Service of the Grantee, except to the extent that such leave of absence constitutes a “separation from service” (as defined in U.S. Internal Revenue Code Section 409A). During a paid or unpaid leave of absence, until a “separation from service” occurs, the RSUs shall continue to vest as set forth in this Agreement and the grant notification referred to in Section 4(a) of this Agreement. For purposes of determining the vesting of RSUs under this Agreement, the Grantee’s employment by a Subsidiary shall be considered a Separation from Service on the date on which such Subsidiary ceases to be a Subsidiary, provided that payment shall continue to be made in accordance with this Agreement.

6.    Non-Competition/Non-Solicitation/Non-Disclosure.

The Grantee agrees that, during the Grantee’s employment, beginning on the Grant Date, and for a period of one year after the Grantee’s Separation from Service with the Company (and, if applicable, a Subsidiary) for any reason whatsoever (including Disability), he or she shall not, without the prior written consent of the Committee, engage in either of the following activities:

(a)    the Grantee shall not directly or indirectly engage or otherwise participate in any business which is competitive with any significant business of the Company or any Subsidiary, including without limitation, the Grantee’s acceptance of employment with, entrance into a consulting or advisory arrangement with, rendering services to or otherwise facilitating the business of Amway Corp./Alticor Inc., Amore Pacific, Arabela, Arbonne, Beiersdorf (Nivea), COTY, De Millus S.A., Ebel Int’l/Belcorp Corp., Elizabeth Arden, Faberlic, Herbalife Ltd., Inter Parfums, Jequiti, Lady Racine/LR Health & Beauty Systems GmbH, LG Health & Household, L’Occitane, 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., Origami Owl, Reckitt Benckiser PLC, Revlon Inc., Rodan & Fields, Shaklee Corp., Shiseido, Stella & Dot, Silpada, The Body Shop Int’l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int’l (Yanbal, Unique), Younique or any of their affiliates; and

(b)    the Grantee shall not solicit or aid in the solicitation of any employees of the Company or any Subsidiary to leave their employment.

In addition, the Grantee shall not, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any secret or confidential information, knowledge or data, including without limitation any trade secrets, relating to the Company or a Subsidiary, and their respective businesses, obtained by the Grantee during his or her employment by the Company or a Subsidiary and which is not otherwise publicly known (other than by reason of an unauthorized act by the Grantee), to anyone other than the Company and those designated by it.

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

In the event the Company determines that the Grantee has breached any term of this Section 6 or any non-disclosure, non-compete or non-solicitation covenant set forth in his or her severance agreement, employment contract or any Company policy, in addition to any other remedies the Company may have available to it, unless otherwise determined by the Committee: (x) all unvested RSUs granted hereunder shall be forfeited; (y) if Shares have been issued to the Grantee in respect of vested RSUs hereunder, then, the Grantee shall forfeit all such Shares so issued to the Grantee hereunder; and (z) if cash has been paid to the Grantee in lieu of Shares in respect of all or a portion of the vested RSUs hereunder, the Grantee shall pay to the Company all such cash so paid in lieu of Shares for all or a portion of the RSUs to the Grantee hereunder; provided, however, that if the Grantee no longer holds Shares issued to the Grantee hereunder, then, the Grantee shall pay to the Company in cash the Fair Market Value of any such Shares on the date such Shares were issued to the Grantee hereunder.

7.Recoupment. Except where void by law and unless otherwise determined, the RSUs and the Shares issued (or the cash payment if the Company elected, instead of Shares for all or a portion of the RSUs to make a cash payment equal to the Fair Market Value of the Shares determined on the Settlement Date) in respect of the vested RSUs hereunder is subject to forfeiture and/or recoupment in the event that a Grantee has engaged in misconduct, including: (y) a serious violation of the Company’s Code of Conduct; or (z) a violation of law within the scope of employment with the Company. All RSUs hereunder are also subject to the Company’s Compensation Recoupment Policy.

8.Service Acknowledgments.

The Grantee acknowledges and agrees as follows:

(a)    The execution and delivery of this Agreement and the granting of the RSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its Subsidiaries to employ the Grantee for any specific period. Moreover the RSUs do not become part of the contract of employment or any other employment relationship with the Grantee’s employer.

(b)    The award of the RSUs hereunder is voluntary and occasional and does not entitle the Grantee to any benefit other than that specifically granted under this Agreement and under the Plan, nor to any future grants or other benefits under the Plan or any similar plan, even if RSUs have ever been granted in the past or have repeatedly been granted in the past. Any benefits granted under this Agreement and under the Plan are extraordinary and not part of the Grantee’s ordinary or expectedcompensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries. The Grantee understands and accepts that the benefits granted under the Plan are entirely at the grace and discretion of the Company and that the Company retains the right to amend or terminate the Plan, and/or the Grantee’s

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

participation therein, at any time, at the Company’s sole discretion and without notice, subject to applicable law.

(c)    Nothing in this Agreement shall confer upon the Grantee any right to continue in the service of the Company or a Subsidiary or interfere in any way with any right of the Company or a Subsidiary to terminate the employment of the Grantee at any time, subject to applicable law.

(d)    The Grantee is voluntarily participating in the Plan.

(e)    The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

(f)    All decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(g)    The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. The value of the Shares may increase or decrease.

(h)    Neither the Company nor any Subsidiary is providing any tax, legal or financial advice or making any recommendations regarding the Grantee’s participation in the Plan.

(i)    In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages arises from termination of the RSUs or diminution in value of the RSUs or payments made upon settlement of the RSUs resulting from termination of the Grantee’s service (for any reason whether or not in breach of local law) and the Grantee irrevocably releases the Company and its Subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by accepting the RSUs, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such a claim.

(j)    Any notice period mandated under applicable law shall not be treated as service for the purpose of determining the vesting of the RSUs; and the Grantee’s right to vesting of Shares in settlement of the RSUs after termination of service, if any, will be measured by the date of termination of the Grantee’s active service and will not be extended by any notice period mandated under applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Grantee’s service has terminated and the effective date of such termination.

(k)    The grant of RSUs will not be interpreted to form an employment contract or employment relationship with the Company or any of its Subsidiaries that does not otherwise exist.

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

9.    Data Privacy Acknowledgment and Consent.

By signing this Agreement, the Grantee acknowledges and agrees that in order to implement, manage and administer the Grantee’s participation in the Plan and/or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to the RSUs, the Company and/or an entity belonging to the Company’s group of companies (including the Grantee’s employer) may need to process the Grantee’s personal data (electronically or otherwise) including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Personal Data”). The transfer of Personal Data to and collection by third party service providers outside the Company’s group of companies, such as the Company’s authorized agent, may also be necessary in order to manage and administer the Plan.

The Grantee expressly and unambiguously consents to the collection and processing of Personal Data by the Company, entities belonging to the Company’s group of companies, and third party service providers. Grantee understands that Company may transfer Grantee’s Personal Data to the United States, or other countries which may have a different or lower level of data protection law than the Grantee’s home country and which are not considered by the European Commission to have data protection laws equivalent to the laws in Grantee’s country. The Company therefore maintains an EU-US Safe Harbor certification to protect Grantee’s data consistent with data protection laws of the EU.

The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon settlement of the RSUs. The Grantee understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local stock program coordinator.

If Grantee does not consent, or if Grantee later seeks to revoke Grantee’s consent, Grantee’s employment status or career with the Company or Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing Grantee’s consent is that the Company would not be able to grant RSUs under the Plan or other equity awards, or administer or maintain such awards. Therefore, Grantee understands that refusing or withdrawing Grantee’s consent may affect Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

consent or withdrawal of consent, the Grantee understands that he or she may contact the Grantee’s local stock program coordinator.

The Company will take reasonable measures to keep the Personal Data private, confidential and accurate. The Grantee may obtain details with respect to the collection, use, processing and transfer of his/her Personal Data in relation to Plan participation and may also request a list with names and addresses of any potential recipients of the Data and/or access to and updates of such Personal Data, if needed, by contacting his or her local stock program coordinator.

10.    Application of Laws. The granting of these RSUs and the delivery of Shares hereunder shall be subject to all applicable laws, rules and regulations.

11.Responsibility for Taxes.

By accepting this grant, the Grantee hereby irrevocably elects to satisfy any taxes and social insurance contribution withholding required to be withheld by the Company or its subsidiaries on the date of grant or vesting of the RSUs or the date of delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social insurance contribution withholding may be due (“Tax Liability”) by authorizing the Company and any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the RSUs or Grantee’s wages or other compensation to fully satisfy the Tax Liability. Furthermore, the Grantee agrees to pay the Company or its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.

Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements, the Grantee hereby irrevocably elects to satisfy the Tax Liability due on the applicable Vesting Date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability.

Apart from any withholding obligations that may apply to the Company and/or its Subsidiaries, the Grantee acknowledges and agrees that the ultimate responsibility for the Tax Liability is and remains with the Grantee. The Grantee further acknowledges that: (x) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the RSUs to reduce or eliminate the Tax Liability; and (z) the Grantee should consult a tax adviser regarding the Tax Liability.

The Grantee acknowledges that he or she may not participate in the Plan and the Company and its Subsidiaries shall have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Grantee.

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Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

12.U.S. Internal Revenue Code Section 409A. To the extent the Grantee is subject to U.S. Internal Revenue Code Section 409A, any provision, application or interpretation of this RSU that is inconsistent with such U.S. Internal Revenue Code Sections shall be disregarded with respect to such RSU, as applicable. In no event shall the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes imposed in connection with a failure of the Plan to comply with U.S. Internal Revenue Code Section 409A. If the Grantee is subject to U.S. Internal Revenue Code Section 409A, this Agreement will be interpreted in a manner to comply with the requirements of U.S. Internal Revenue Code Section 409A by conforming it with the provisions found in the model U.S. annual restricted stock unit agreement.

13.    Provisions Inconsistent with Laws and Translation. In the event any provision of this Agreement conflicts with applicable mandatory law, the provisions of such law shall govern. To the extent that the Grantee has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

14.    Acknowledgment. The Company and the Grantee agree that the RSUs are granted under and governed by the Grantee’s grant notification, this Agreement and by the provisions of the Plan (incorporated herein by reference). The Grantee: (x) acknowledges receipt of a copy of each of the foregoing documents; (y) represents that the Grantee has carefully read and is familiar with their provisions; and (z) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Grantee’s grant notification. The Grantee also acknowledges receipt of the Plan prospectus.

15.    Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and the Grantee with all applicable laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer.

16.    Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Grantee (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

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17.    Foreign Exchange. The Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of the Shares pursuant to the vesting of the RSUs and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation. Grantee acknowledges and agrees that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

18.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to RSUs awarded under the Plan or future RSUs that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Grantee consents to the electronic delivery of the Plan documents and this Agreement. The Grantee acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Grantee by contacting the Company by telephone or in writing. The Grantee further acknowledges that the Grantee will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Grantee understands that the Grantee must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Grantee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Grantee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Grantee understands that he or she is not required to consent to electronic delivery of documents.

19.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations or assessments regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares. Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

20.    Appendix. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any special terms, conditions or notifications set forth in Appendix A to this Agreement for the Grantee’s country, which shall constitute part of this Agreement. Moreover, if the Grantee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Grantee, to the extent the

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Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Grantee have executed this Agreement as of the Grant Date.

By the Grantee’s acceptance of the RSU, the Grantee and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee has reviewed the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Plan prospectus, the Grantee’s grant notification and this Agreement. The Grantee further agrees to notify the Company upon any change in Grantee’s residence address.

AVON PRODUCTS, INC.	GRANTEE
_________________________ Chief Executive Officer	_________________________ Name:

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APPENDIX A

ADDITIONAL TERMS AND CONDITIONS OF THE

INTERNATIONAL ANNUAL
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER

THE AVON PRODUCTS, INC. 2013 STOCK INCENTIVE PLAN

NON-U.S. EMPLOYEES

This Appendix includes additional terms and conditions that govern the RSUs granted to the Grantee under the Plan if the Grantee resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.

The Grantee understands and agrees that the Company strongly recommends that the Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because applicable rules and regulations regularly change, sometimes on a retroactive basis, and the information may be out of date at the time the RSUs vest or the Shares are issued under the Plan.

In addition, the information contained herein is general in nature and may not apply to Grantee’s particular situation and the Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws of Grantee’s country may apply to his or her situation.

The Grantee further understands and agrees that if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working, transfer employment after grant of the RSUs, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Grantee, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Argentina

Securities Law Notice

The Grantee understands and agrees that neither the grant of the RSUs nor the issuance of Shares constitute a public offering as defined under Argentine law. The offering of the RSU is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

Exchange Control Information

In the event that Grantee transfers proceeds in excess of US$2,000,000 from the sale of shares into Argentina in a single month, Grantee will be subject to certain exchange

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control laws. Please note that exchange control regulations in Argentina are subject to frequent change. Grantee is encouraged to consult with a personal legal advisor regarding any exchange control obligations that Grantee
may have.

Australia

Australian Securities Laws

If Grantee acquires Shares under the Plan and resells them in Australia, he or she may be required to comply with certain Australian securities law disclosure requirements or other restrictions.

Foreign Exchange

Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the inflow of funds from the vesting of the RSUs or subsequent sale of the Shares and any dividends (if any) and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Brazil

Compliance with Laws

By accepting the RSUs, Grantee acknowledges that Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax Liability associated with the vesting of the RSUs, the sale of the Shares acquired pursuant thereto and the receipt of any dividends. That Grantee agrees that, for all legal purposes: (i) the benefits provided under the Plan are the result of commercial transactions unrelated to the Grantee’s employment; (ii) the Plan is not a part of the terms and conditions of the Grantee’s employment; and (iii) the income from the RSUs, if any, is not part of the Grantee’s remuneration from employment.

Report of Overseas Assets

If Grantee is resident or domiciled in Brazil, Grantee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. Assets and rights that must be reported include, but are not limited to, the Shares acquired under the Plan.

Bulgaria

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Foreign Exchange Notice

Foreign brokerage account balances in excess of BGN 50,000 on each December 31^st must be reported to the Bulgarian National Bank by March 31^st of the following calendar year. Moreover, for payments equal to or exceeding BGN 5,000, a statistical form must be submitted to the commercial bank handling the transaction.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Bulgaria.

Canada

Share Settlement

Notwithstanding any discretion or anything to the contrary in the Plan, the grant of the RSUs does not provide any right for the Grantee to receive a cash payment and the RSUs will be settled in Shares only.

French Language Waiver

The following provisions will apply to Grantees who are residents of Quebec:

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“Agreement”), ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Data Privacy Notice and Consent

This provision supplements Section 9 of the Agreement:

Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Grantee further authorizes the Company and any Subsidiary or affiliate and the Committee to disclose and discuss the Plan with their advisors. Grantee further authorizes the Company and any Subsidiary or affiliate to record such information and to keep such information in Grantee’s employee file.

Chile

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Securities Law Information

Neither the Company nor the Shares that may be issued under this award are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

Exchange Control Information

It is your responsibility to make sure that you comply with exchange control requirements in Chile when the value of your share transaction is in excess of US$10,000.

If the RSUs are settled in Shares and the aggregate value of the Shares exceeds US$10,000, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the RSUs.

You are not required to repatriate funds obtained from the sale of shares acquired pursuant to your grant of RSUs. However, if you decide to repatriate such funds, you must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, you must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If your aggregate investments held outside of Chile exceeds US$5,000,000 (including shares acquired under the Plan), you must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to the vesting of the Restricted Stock Units.

Annual Tax Reporting Obligation

The Chilean Internal Revenue (the "CIRS") requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the gains/losses from foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 "Annual Sworn Statement Regarding Credits for Taxes Paid Abroad" and Tax Form 1851 "Annual Sworn Statement Regarding Investments Held Abroad." If you are not a Chilean citizen and have been a resident in Chile for less than three years, you are exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.

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Colombia

Foreign Exchange Notice

The Grantee understands and acknowledges that if the Grantee’s total overseas investments, including but not limited to any Shares acquired under the Plan, at any time exceeds US $500,000, the Grantee must register such investments with the Colombian Central Bank by June 30 of the following year.

Overseas Investment Registration

You understand and acknowledge that if your total overseas investments, including but not limited to any payment or Shares acquired pursuant to the Plan, at any time exceeds US $500,000, you are required to register such investments with the Colombian Central Bank by June 30 of the following year.

Czech Republic

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the Czech Republic.

Ecuador

There are no country specific provisions.

Egypt

Exchange Control Notification

If the Grantee transfers funds into or out of Egypt in connection with the payment for the RSUs, he or she is required to transfer the funds through a registered bank in Egypt.

France

Language Consent

In accepting the grant of the RSUs and the Agreement which provides for the terms and conditions of the RSUs, the Grantee confirms that he or she has read and understood the documents relating to the RSUs (the Plan and the Agreement), which were provided in the English language. The Grantee accepts the terms of these documents accordingly.

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Consentement Relatif à la Langue Utilisée

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de cette attribution gratuite d’actions, l’employé confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui lui ont été communiqués en langue anglaise. L’employé en accepte les termes en connaissance de cause.

Tax Reporting Information

If Grantee holds Shares outside of France or maintains a foreign bank account, Grantee is required to report such to the French tax authorities when filing his or her annual tax return.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

Germany

Exchange Control Information

If you remit proceeds in excess of €12,500 out of or into Germany, such cross-border payment must be reported monthly to the State Central Bank. In the event that you make or receive a payment in excess of this amount, you are responsible for obtaining the appropriate form from a German bank and complying with applicable reporting requirements. In addition, you must also report on an annual basis in the event that you hold shares exceeding 10% of the total voting capital of the Company.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

Greece

Securities Disclaimer

Participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

Guatemala

There are no country specific provisions.

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Hong Kong

Securities Law Notice

The RSUs and Shares issued upon vesting of the RSUs do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Subsidiaries. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The RSUs are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person. If the Grantee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Grantee should obtain independent professional advice.

Non-ORSO Scheme

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement scheme for the purposes of ORSO, the Grantee’s grant shall be void.

Hungary

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Hungary.

The grant of RSUs is made pursuant to and in compliance with the private placement rules under the Capital Markets Act CXX of 2001.

India

Fund Repatriation

The Grantee understands that he or she must repatriate any proceeds from the sale of Shares acquired under the Plan to India and convert the proceeds into local currency within ninety (90) days of receipt. The Grantee will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Grantee should maintain the FIRC as evidence of the repatriation of fund in the event the Reserve Bank of India or the Company requests proof of repatriation.

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Tax Information

To determine the Tax Liability, the Company or the Grantee’s Indian employer must obtain a valuation from a Merchant Banker in India. Neither the Company nor the Indian employer is under any obligation to obtain a valuation at a particular price nor are they required to obtain a valuation more frequently than every 180 days.

Italy

Foreign Exchange

To participate in the Plan, the Grantee must comply with exchange control regulations in Italy. Transfer of funds in excess of a certain amount to or from Italy in connection with the Grantee’s participation in the Plan may need to be reported in the Grantee’s individual tax return. In addition, Shares held by the Grantee in excess of a certain value may need to be reported on the Grantee’s individual tax return. The Grantee is urged to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.

Plan Document Acknowledgment.

In accepting the RSUs, Grantee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

Kazakhstan

Exchange Control Information

Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you are nevertheless required to notify the National Bank of Kazakhstan when you acquire Shares under the Plan.

Lithuania

There are no country specific provisions.

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Malaysia

Securities Law Notice

The grant of RSUs has been made in compliance with applicable Malaysian securities requirements including, as appropriate, filing an Information Memorandum with the Malaysian Securities Commission.

Malaysian Insider Trading Notification

You should be aware of the Malaysian insider-trading rules, which may impact your acquisition or disposal of shares or rights to shares under the Plan. Under the Malaysian insider-trading rules, you are prohibited from acquiring or selling shares or rights to shares (e.g., an award under the Plan) when you are in possession of information which is not generally available and which you know or should know will have a material effect on the price of shares once such information is generally available.

Director Notification Obligation

If you are a director of the Company's Malaysian Subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., an award under the Plan or shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

Mexico

Employment and Labor Law Acknowledgments

As a condition of accepting the RSU, the Grantee acknowledges and agrees that: (i) the RSU is not related to the salary or any other contractual benefits provided to the Grantee by the Grantee’s employer; (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment; (iii) the grant of the RSU is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to the Grantee; and (iv) neither the grant of the RSU nor the issuance of Shares in any way establishes a labor relationship between the Grantee and the Company, which is headquartered in the United States, or any additional rights between the Grantee and the Grantee’s employer, based in Mexico.

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By accepting the RSU, the Grantee acknowledges that the Grantee has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety, and fully understands and accepts all provisions of the Plan and the Agreement.

The Grantee acknowledges and confirms that the Grantee does not reserve any action or right to bring any claim against the Company or its Subsidiaries for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Compliance with Mexican Securities Laws

The Plan, the RSUs and the Shares are exempt from affirmative registration requirements in Mexico since the rights to acquire Shares under the RSUs and the Plan are limited to specified qualified employees in Mexico and communicated in a private and confidential manner.

Morocco

Foreign Exchange Notice

The transfer of funds abroad is subject to prior approval by the Foreign Exchange Office of the Ministry of Finance (FEO). Repatriation of cash proceeds from an award, including dividends and proceeds from the sale of Shares underlying any award, may be required.

Peru

There are no country specific provisions.

Philippines

Securities Law Notice

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

The Grantee acknowledges that he or she is permitted to sell Shares acquired under the Plan through the designated plan broker appointed by the Company, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

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Poland

Foreign Exchange Notice

The Grantee understands and acknowledges that the Grantee must notify the National Bank of Poland of the value of all foreign share ownership, including but not limited to Shares acquired under the Plan, if such ownership exceeds a designated threshold. The Grantee is strongly encouraged to consult with an appropriate legal advisor regarding these requirements.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Poland.

Republic of Korea

Foreign Exchange Notices

Please note that the proceeds received from the sale of stock overseas must be reported to Korea within eighteen (18) months if such proceeds exceed U.S. $500,000 per sale. Separate sales may be deemed a single sale if the sole purpose of separate sales was to avoid a sale exceeding the U.S. $500,000 per sale threshold.

If you realize US$500,000 or more from the sale of shares, Korean exchange control laws require you to repatriate the proceeds to Korea within 18 months of the sale.

Romania

Exchange Control Information

If you deposit the proceeds from the sale of Shares issued to you at purchase in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Romania.

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Russia

U.S. Transaction

Grantee understands that the RSUs shall be valid and this Agreement shall be concluded and become effective only when the Agreement is electronically received by the Company in the United States. Upon vesting of RSUs, any Shares to be issued to Grantee shall be delivered to him or her through a bank or brokerage account in the United States. Grantee is not permitted to sell the shares directly to other Russian legal entities or individuals nor is Grantee permitted to bring the shares into Russia.

Securities Law Notification

The Agreement, the Plan and all other materials that Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Depending on the development of local regulatory requirements, the Company reserves the right to settle the RSUs in cash or require the immediate sale of Shares following vesting of the RSUs.

Exchange Control Information

Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired under the Plan or the receipt of dividends (if any), Grantee must repatriate the proceeds to Russia. Such proceeds must initially be credited to Grantee through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Grantee is encouraged to contact his or her personal advisor before remitting his or her proceeds to Russia as exchange control requirements may change.

Saudi Arabia

Securities Law Information

The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. You are hereby advised to conduct your own due diligence on the accuracy of the information relating to

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the Shares. If you do not understand the contents of the Agreement, you should consult an authorized financial advisor.

Serbia

Exchange Control Information

Pursuant to the Law on Foreign Exchange Transactions, Serbian residents may freely acquire Shares under the Plan, however, the National Bank of Serbia generally requires reporting of the acquisition of such Shares, the value of the Shares at payment and, on a quarterly basis, any changes in the value of the underlying Shares. An exemption from this reporting obligation may apply on the basis that the Shares are acquired for no consideration. The Grantee is advised to consult with a personal legal advisor to determine his or her reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia. The Company reserves the right to require the Grantee to report details of the sale of his or her Shares to the Company or to follow such other procedures as may be established by the Company to comply with applicable exchange control regulations.

Singapore

Securities Law Information

The grant of the RSUs, which is being made on a private basis and is, therefore, exempt from registration in Singapore. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement

Directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. They must notify the Singapore Subsidiary in writing of an interest (e.g., RSUs, Shares, etc.) in the Company or any related companies within two days of (i) acquisition or disposal of such interest, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold), or (iii) becoming a director, associate director or shadow director. In addition, a notification must be made of the Grantee’s interests in the Company or any related company within two business days of becoming a director, associate director or shadow director of the Singapore Subsidiary.

South Africa

Exchange Control Information

Employees may need to file notification of participation with exchange control authorities. An annual investment limit may apply to employees even if notification has

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been filed. Because the exchange control regulations are subject to change, Grantee should consult a personal advisor prior to vesting and settlement of the RSUs to ensure compliance with current regulations. Grantee is responsible for ensuring compliance with all exchange control laws in South Africa.

Spain

Tax Reporting Obligation for Assets Held Abroad

Beginning January 2013, individuals in Spain are required to report assets and right located outside of Spain (which would include Shares or any funds held in a U.S. brokerage account) on Form 720 by March 31st after each calendar year. A report is not required if the value of assets held outside of Spain is EUR 50,000 or less or if the assets held outside of Spain have not increased by more than EUR 20,000 compared to the previous year (assuming that a prior report has been filed reporting these assets). Please consult your personal tax advisor for more information on how to complete the report and the specific information on what types of assets are required to be reported.

Exchange Control Information

Grantee must declare the acquisition of stock in a foreign company (including Shares acquired under the Plan) to the Dirección General de Política Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia for statistical purposes. He or she must also declare ownership of any stock in a foreign company (including Shares acquired under the Plan) with the Directorate of Foreign Transactions each January while the stock is owned. In addition, if Grantee wishes to import the share certificates into Spain, he or she must declare the importation of such securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of the Shares (i.e., dividends or sale proceeds), Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. Grantee will need to provide the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) any further information that may be required.

Securities Disclaimer

The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain.

Taiwan

Securities Disclaimer

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The Plan is not registered in Taiwan with the Securities and Futures Bureau and is not subject to the securities laws of Taiwan.

Exchange Control Information

You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

Turkey

The Grantee must sell any Shares acquired pursuant to the RSUs outside of Turkey. The Company’s Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “TGT” and may be sold on this exchange, which is located outside of Turkey.

Ukraine

Exchange Control

Grantee understands and agrees that cross border flow of funds pursuant to the RSUs may require a registration or license with the National Bank of the Ukraine. Grantee is advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable exchange control laws in Ukraine.

Repatriation

Grantee understands and agrees that funds obtained from the sale of Shares obtained through the RSUs must be immediately repatriated to Ukraine. Grantee has been advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable rules.

United Kingdom

Tax and National Insurance Contributions

A-15

Model for Amended and Restated 2013 Plan

Combined US & Int’l Retention Time-Based RSU

In the event that the Company determines that it is required to account to HM Revenue & Customs for the Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the RSUs, the Grantee, as a condition to the vesting of the RSUs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding liabilities. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares acquired pursuant to the RSUs.

As a further condition of the vesting of the RSUs under the Plan, the Grantee may at the Company’s discretion be directed to join with the Company, or if and to the extent that there is a change in the law, any of its Subsidiaries or person who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole any Secondary NIC Liability.

To the extent permitted by law, the Grantee hereby agrees to indemnify and keep indemnified the Company and its Subsidiaries for any Tax Liability.

Securities Disclosure

Neither this Agreement or Appendix is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the RSUs are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary.

Venezuela

Exchange Control Information

Please consult your personal advisor prior to vesting and settlement of the RSUs to ensure compliance with the applicable exchange control regulations in Venezuela, as such regulations are subject to frequent change. You are responsible for ensuring compliance with all exchange control laws in Venezuela.

****

End of the Appendix

A-16

EX-10.4

Exhibit 10.4

Model for Amended and Restated 2013 Plan
Combined US & Int’l PRSU On-Cycle and Off-Cycle

AVON PRODUCTS, INC.2013 STOCK INCENTIVE PLAN

PERFORMANCE CONTINGENTRESTRICTED STOCK UNIT AWARD AGREEMENT

1.    Grant of Performance Contingent Restricted Stock Unit Award.Pursuant to the provisions of its 2013 Stock Incentive Plan, as amended and restated (the “Plan”), Avon Products, Inc. (the “Company”) has awarded you (the “Grantee”) Performance Contingent Restricted Stock Units (the “PRSUs”), representing the right to receive in the future shares of Stock (the “Shares”) as set forth in the Grantee’s grant notification. These PRSUs are subject to the terms and conditions set forth below, as well as those terms and conditions set forth in the Plan, all of which are hereby incorporated by this reference. All capitalized terms used in this Performance Contingent Restricted Stock Unit Award Agreement (this “Agreement”) shall have the meaning set forth in the Plan unless otherwise defined herein.

2.    Nature of PRSUs; Issuance of Shares.

These PRSUs represent a right to receive Shares on the Settlement Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof and of the Plan are met, then the Grantee shall be issued Shares on the Settlement Date. In lieu of issuance of Shares for all or a portion of the PRSUs, the Company reserves the right to instead make a cash payment to the Grantee equal to the Fair Market Value of the Shares for all or a portion of the PRSUs, determined as of the Settlement Date. Notwithstanding anything in this Agreement to the contrary, in the event the number of Shares that would be delivered upon settlement of the PRSUs would exceed the maximum number of Shares that may be made subject to an Award under the Plan, the amount in excess of the limit shall be settled in cash equal to the Fair Market Value of such excess Shares, determined as of the Settlement Date, and for a participant in the Avon Products, Inc. 2013-2017 Executive Incentive Plan (or any successor thereto), such cash payment shall be part of a long-term incentive award under, and subject to, the overall limits and other requirements of, the Avon Products, Inc. 2013-2017 Executive Incentive Plan (or any successor thereto), and not part of an Award under the Plan.

The Grantee should be aware that settlement of the PRSUs will result in the ownership of Shares and will require the Grantee to open and use a U.S. brokerage account. The Grantee will personally be responsible for any local compliance requirements in relation to all of the above transactions. These requirements may change from time to time, and the Company cannot guarantee that the Grantee will be able to receive Shares on the Settlement Date. The future value of the underlying Shares is unknown and cannot be predicted with certainty. The Company is not liable for any decrease of value of the Company’s Shares.

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

3.    Restrictions on Transfer of PRSUs.These PRSUs may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered.

4.    Vesting of PRSUs; Voting; Dividends.

(a)    Subject to Section 5, vesting of the PRSUs shall occur on the date set forth in the Grantee’s grant notification (such date the “Vesting Date”), which is the third anniversary of the Grant Date (as defined below), and settlement shall occur on the date set forth in the Grantee’s grant notification (such date, the “Settlement Date”), which is the “annual grant” settlement date, as specified by the Company. Subject to Section 5, vesting and payment are contingent upon: (i) the Grantee being employed by the Company or any of its Subsidiaries on the Vesting Date; and (ii) satisfaction by the Company of performance measures set forth in the grant notification (the “Performance Measures”).

(b)    The Grantee does not have the right to vote any of the Shares or the right to receive dividends on them prior to the date such Shares are issued to the Grantee pursuant to the terms hereof.

5.    Separation from Service.

(a)    Separation from Service by the Company without Cause. If the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable, by any Subsidiary by whom the Grantee is employed) other than for Cause on or after January 1 of the year following the date of grant (the “Grant Date”) and the Grantee will not be eligible for Retirement at the end of the salary continuation period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries or some other agreement between the Grantee and the Company or any of its Subsidiaries (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made under such plan or agreement), then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which shall be the number of complete months from the Grant Date to the date of the Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(b)    Separation from Service due to Retirement. If the Grantee incurs a voluntary Separation from Service due to Retirement on or after January 1 of the year following the Grant Date, or the Grantee incurs an involuntary Separation from Service by the Company (and/or, if applicable by any Subsidiary by whom the Grantee is employed) other than for Cause on or after January 1 of the year following the Grant Date, and the Grantee will be eligible for Retirement at the end of the salary continuation

2

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

period for which the Grantee is eligible under a severance pay plan of the Company or any of its Subsidiaries or some other agreement between the Grantee and the Company or any of its Subsidiaries (as if the Grantee made any available election under such plan or agreement to extend the salary continuation period by the maximum period available to such Grantee), in either case as in effect on the date hereof (disregarding any actual election made under such plan or agreement), then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which shall be the number of complete months from the Grant Date to the date of Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(c)    Separation from Service due to Disability. If the Grantee incurs a Separation from Service due to Disability, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which shall be the number of complete months from the Grant Date to the date of Separation from Service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(d)    Death. If the Grantee dies before otherwise incurring a Separation from Service, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to the Grantee on the Settlement Date. The number of Shares that vest shall be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which shall be the number of complete months from the Grant Date to the date of death, divided by the number of months from the Grant Date to the Vesting Date.

(e)    Separations from Service Causing Forfeiture. All PRSUs are forfeited if the Grantee incurs a Separation from Service from the Company (and/or, if applicable, from any Subsidiary by whom the Grantee is employed) under any of the following conditions: (i) an involuntary Separation from Service by the Company or any of its Subsidiaries for Cause prior to the Settlement Date; (ii) an involuntary Separation from Service by the Company or any of its Subsidiaries other than for Cause prior to January 1 of the year following the Grant Date; (iii) a voluntary Separation from Service due to Retirement prior to January 1 of the year following the Grant Date; or (iv) a voluntary Separation from Service (excluding Retirement or Disability) at any time during the performance period to which the Performance Measures relate.

(f)    Six-Month Wait under U.S. Internal Revenue Code Section 409A. To the extent that a PRSU payment is a non-exempt amount payable under a “nonqualified

3

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

deferred compensation plan” (as defined in Internal Revenue Code Section 409A) upon a Separation from Service (other than death), if the Grantee is a “specified employee” (as that term is defined in Internal Revenue Code Section 409A and pursuant to procedures established by the Company) on the Grantee’s Separation from Service, then any Shares (or cash in lieu thereof if the PRSUs or a portion of the PRSUs are to be settled in cash) payable pursuant to the PRSU on account of the Separation from Service (other than death) will not be paid to the Grantee during the six-month period immediately following such Separation from Service. Instead, any Shares (or cash in lieu thereof if the PRSUs or a portion of the PRSUs are to be settled in cash) that would have been payable to the Grantee on account of the Grantee’s Separation from Service shall be paid on the first day of the seventh month following the Grantee’s Separation from Service but not earlier than the Settlement Date.

(g)    Change in Control. Notwithstanding any other provision of this Agreement, in the event of a Change in Control, the vesting and payment of PRSUs shall be governed by the provisions of the Plan regarding a Change in Control, which are incorporated herein by reference.

(h)    Paid or Unpaid Leave of Absence or Change in Subsidiary Status for Subsidiary Employing Grantee. For purposes of determining the vesting of PRSUs under this Agreement, a paid or unpaid leave of absence of the Grantee shall not constitute a Separation from Service of the Grantee, except to the extent that such leave of absence constitutes a “separation from service” (as defined in U.S. Internal Revenue Code Section 409A). During a paid or unpaid leave of absence, until a “separation from service” occurs, the PRSUs shall continue to vest as set forth in this Agreement and in the grant notification referred to in Section 4(a) of this Agreement. For purposes of determining the vesting of PRSUs under this Agreement, the Grantee’s employment by a Subsidiary shall be considered a Separation from Service on the date on which such Subsidiary ceases to be a Subsidiary, provided that, in such event, any issuance of Shares to the Grantee pursuant to this Section 5 shall be made on the Settlement Date.

6.    Non-Competition/Non-Solicitation/Non-Disclosure.

The Grantee agrees that, during the Grantee’s employment, beginning on the Grant Date continuing for a period of one year after the Grantee’s Separation from Service with the Company (and, if applicable, a Subsidiary) for any reason whatsoever (including Retirement or Disability), he or she shall not, without the prior written consent of the Committee, engage in either of the following activities:

(a)    the Grantee shall not directly or indirectly engage or otherwise participate in any business which is competitive with any significant business of the Company or any Subsidiary, including without limitation, the Grantee’s acceptance of employment with, entrance into a consulting or advisory arrangement with, rendering services to or otherwise facilitating the business of Amway Corp./Alticor Inc., Amore Pacific, Arabela, Arbonne, Beiersdorf (Nivea), COTY, De Millus S.A., Ebel Int’l/Belcorp Corp., Elizabeth Arden, Faberlic, Herbalife Ltd., Inter Parfums, Jequiti, Lady Racine/LR Health & Beauty

4

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

Systems GmbH, LG Health & Household, L’Occitane, 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., Origami Owl, Reckitt Benckiser PLC, Revlon Inc., Rodan & Fields, Shaklee Corp., Shiseido, Stella & Dot, Silpada, The Body Shop Int’l PLC, The Estée Lauder Companies Inc., The Procter & Gamble Company, Tupperware Corp., Unilever Group (N.V. and PLC), Vorwerk & Co. KG/Jafra Worldwide Holdings (Lux) S.à.R.L. Inc., Yanbal Int’l (Yanbal, Unique), Younique or any of their affiliates; and

(b)    the Grantee shall not solicit or aid in the solicitation of any employees of the Company or any Subsidiary to leave their employment.

In addition, the Grantee shall not, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any secret or confidential information, knowledge or data, including without limitation any trade secrets, relating to the Company or a Subsidiary, and their respective businesses, obtained by the Grantee during his or her employment by the Company or a Subsidiary and which is not otherwise publicly known (other than by reason of an unauthorized act by the Grantee), to anyone other than the Company and those designated by it.

In the event the Company determines that the Grantee has breached any term of this Section 6 or any non-disclosure, non-compete or non-solicitation covenant set forth in his or her severance agreement, employment contract or any Company policy, in addition to any other remedies the Company may have available to it, unless otherwise determined by the Committee: (i) all unvested PRSUs granted hereunder shall be forfeited; (ii) all vested but not yet settled PRSUs hereunder shall be forfeited; (iii) if Shares have been issued to the Grantee in respect of all or a portion of the vested PRSUs hereunder, the Grantee shall forfeit all such Shares so issued to the Grantee hereunder; and (iv) if cash has been paid to the Grantee in lieu of Shares in respect of vested PRSUs for all or a portion of the PRSUs hereunder, the Grantee shall pay to the Company all such cash so paid in lieu of Shares for all or a portion of the PRSUs to the Grantee hereunder; provided, however, that if the Grantee no longer holds Shares issued to the Grantee hereunder, the Grantee shall pay to the Company in cash the Fair Market Value of any such Shares on the date such Shares were issued to the Grantee hereunder.

7.    Recoupment.Except where void by law and unless otherwise determined, the PRSUs and the Shares issued (or the cash payment if the Company elected, instead of Shares, for all or a portion of the PRSUs , to make a cash payment equal to the Fair Market Value of the Shares for all or a portion of the PRSUs, determined on the Settlement Date) in respect of the vested PRSUs hereunder is subject to forfeiture and/or recoupment in the event that a Grantee has engaged in misconduct, including: (y) a serious violation of the Company’s Code of Conduct; or (z) a violation of law within the scope of employment with the Company. All PRSUs hereunder are also subject to the Company’s Compensation Recoupment Policy.

5

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

8.Service Acknowledgments.

The Grantee acknowledges and agrees as follows:

(a)    The execution and delivery of this Agreement and the granting of the PRSUs hereunder shall not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Subsidiaries to employ the Grantee for any specific period. Moreover, the PRSUs do not become part of a contract of employment or any other employment relationship with the Grantee’s employer.

(b)    The award of the PRSUs hereunder is voluntary and occasional and does not entitle the Grantee to any benefit other than that specifically granted under this Agreement and under the Plan, nor to any future grants or other benefits under the Plan or any similar plan, even if PRSUs have ever been granted in the past or have repeatedly been granted in the past. Any benefits granted under this Agreement and under the Plan are extraordinary and not part of the Grantee’s ordinary or expected compensation, and shall not be considered as part of such compensation in the event of severance, redundancy or resignation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its Subsidiaries. The Grantee understands and accepts that the benefits granted under the Plan are entirely at the grace and discretion of the Company and that the Company retains the right to amend or terminate the Plan, and/or the Grantee’s participation therein, at any time, at the Company’s sole discretion and without notice, subject to applicable law.

(c)    Nothing in this Agreement shall confer upon the Grantee any right to continue in the service of the Company or a Subsidiary or interfere in any way with any right of the Company or a Subsidiary to terminate the employment of the Grantee at any time, subject to applicable law.

(d)    The Grantee is voluntarily participating in the Plan.

(e)    The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan.

(f)    All decisions with respect to future PRSUs or other grants, if any, will be at the sole discretion of the Company;

(f)    The grant of PRSUs will not be interpreted to form an employment contract or employment relationship with the Company or any of its Subsidiaries that does not otherwise exist.

6

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

(g)    Neither the Company nor any Subsidiary is providing any tax, legal or financial advice or making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the Shares.

(h)    In consideration of the grant of the PRSUs, no claim or entitlement to compensation or damages arises from termination of the PRSUs or diminution in value of the PRSUs or Shares acquired upon settlement of the PRSUs and the Grantee irrevocably releases the Company and its Subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by accepting the PRSUs, the Grantee shall be deemed irrevocably to have waived the Grantee’s entitlement to pursue such a claim.

(i)    Any notice period mandated under applicable law shall not be treated as service for the purpose of determining the vesting of the PRSUs; and the Grantee’s right to vesting of Shares in settlement of the PRSUs after termination of service, if any, will be measured by the date of termination of the Grantee’s active service and will not be extended by any notice period mandated under applicable law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Grantee’s service has terminated and the effective date of such termination.

(j)    The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. The value of the Shares may increase or decrease.

9.    Data Privacy Acknowledgment and Consent.

By signing thisAgreement, the Grantee acknowledges and agrees that in order to implement, manage and administer the Grantee’s participation in the Plan and/or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to the PRSUs, the Company and/or an entity belonging to the Company’s group of companies (including the Grantee’s employer) may need to process the Grantee’s personal data (electronically or otherwise) including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all PRSUs or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Personal Data”). The transfer of Personal Data to and collection by third party service providers outside the Company’s group of companies, such as the Company’s authorized agent, may also be necessary in order to manage and administer the Plan.

The Grantee expressly and unambiguously consents to the collection, use and processing of Personal Data by the Company, entities belonging to the Company’s group of companies, and third party service providers. Grantee understands that Company may transfer Grantee’s Personal Data to the United States, or other countries may have a different or lower level of data protection law than the Grantee’s home country and which are not considered by the European Commission to have data protection laws equivalent

7

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

to the laws in Grantee’s country. The Company therefore maintains an EU-US Safe Harbor certification to protect Grantee’s data consistent with data protection laws of the EU.

The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired upon settlement of the PRSUs. The Grantee understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local stock program coordinator.

If Grantee does not consent, or if Grantee later seeks to revoke Grantee’s consent, Grantee’s employment status or career with the Company or Subsidiary will not be adversely affected; the only adverse consequence of refusing or withdrawing Grantee’s consent is that the Company would not be able to grant PRSUs under the Plan or other equity awards, or administer or maintain such awards. Therefore, Grantee understands that refusing or withdrawing Grantee’s consent may affect Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact the Grantee’s local stock program coordinator.

The Company will take reasonable measures to keep the Personal Data private, confidential and accurate. The Grantee may obtain details with respect to the collection use, processing and transfer of his/her Personal Data in relation to Plan participation and may also request a list with the names and addresses of any potential recipients of the Data and/or access to and updates of such Personal Data, if needed, by contacting his or her local stock program coordinator.

10.    Application of Laws.The granting of these PRSUs and the delivery of Shares hereunder shall be subject to all applicable laws, rules and regulations.

11.Responsibility for Taxes.

By accepting this grant, the Grantee hereby irrevocably elects to satisfy any taxes and social insurance contribution withholding required to be withheld by the Company or any of its Subsidiaries on the date of grant or vesting of the PRSUs or delivery or sale of any Shares hereunder or on any earlier date on which such taxes or social contribution withholding may be due (“Tax Liability”) by authorizing the Company or any of its Subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the Grantee’s wages or other compensation to fully satisfy the Tax Liability. Furthermore,

8

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

the Grantee agrees to pay the Company or any of its Subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.

Notwithstanding the preceding sentence, if, on the applicable Settlement Date or on any earlier date on which such Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements (or, for those Grantees eligible, because the Grantee elects, pursuant to the Company’s Deferred Compensation Plan, to defer the delivery of Shares payable hereunder) or for some other reason, the Grantee hereby irrevocably elects to satisfy the Tax Liability due on the applicable Settlement Date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy the Tax Liability.

The Grantee acknowledges and agrees that the ultimate responsibility for the Tax Liability is and remains with the Grantee. The Grantee further acknowledges that: (a) the Company and its Subsidiaries make no representations or undertakings regarding the Tax Liability; (b) the Company and its Subsidiaries do not commit to structure the terms of the grant or any other aspect of the PRSUs to reduce or eliminate the Tax Liability; and (c) the Grantee should consult a tax adviser regarding the Tax Liability.

12.    U.S. Internal Revenue Code Section 162(m) or 409A. To the extent that the PRSUs are intended to qualify as “performance-based compensation” within the meaning of U.S. Internal Revenue Code Section 162(m) or to the extent the PRSUs are subject to U.S. Internal Revenue Code Section 409A, any provision, application or interpretation of this PRSU that is inconsistent with such U.S. Internal Revenue Code Sections shall be disregarded with respect to such PRSU, as applicable. In no event shall the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes imposed in connection with a failure of the Plan to comply with U.S. Internal Revenue Code Section 409A.

13.    Provisions Inconsistent with Laws andTranslation. In the event any provision of this Agreement conflicts with applicable mandatory law, the provisions of such law shall govern. To the extent that the Grantee has been provided with a translation of this Agreement in a language other than English, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

14.    Acknowledgment. The Company and its Subsidiaries and the Grantee agree that the PRSUs are granted under and governed by the Grantee’s grant notification, this Agreement and by the provisions of the Plan (incorporated herein by reference). The Grantee: (a) acknowledges that the Grantee has carefully read and is familiar with each of the provisions of the foregoing documents; and (b) hereby accepts the PRSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Grantee’s grant notification.

15.    Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and its Subsidiaries and the

9

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

Grantee with all applicable laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer.

16.    Additional Conditions to Issuance of Shares. If at any time the Company will determine, in its discretion, that the listing, registration, qualification or rule compliance of the Shares upon any securities exchange or under any state, federal or foreign law, the tax code and related regulations or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Grantee (or his or her estate) hereunder, such issuance will not occur unless and until such listing, registration, qualification, rule compliance, consent or approval will have been completed, effected or obtained free of any conditions not acceptable to the Company. Where the Company determines that the delivery of the payment of any Shares will violate federal securities laws or other applicable laws, the Company will defer delivery until the earliest date at which the Company reasonably anticipates that the delivery of Shares will no longer cause such violation. The Company will make all reasonable efforts to meet the requirements of any such state, federal or foreign law or securities exchange and to obtain any such consent or approval of any such governmental authority or securities exchange.

17.    Foreign Exchange. Where applicable, the Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the issuance and delivery of the Shares pursuant to the vesting of the PRSUs and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation. Grantee acknowledges and agrees that neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to Grantee pursuant to the settlement of the PRSUs or the subsequent sale of any Shares acquired upon settlement.

18.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to PRSUs awarded under the Plan or future PRSUs that may be awarded under the Plan by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Grantee consents to the electronic delivery of the Plan documents and this Agreement. The Grantee acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Grantee by contacting the Company by telephone or in writing. The Grantee further acknowledges that the Grantee will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Grantee

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understands that the Grantee must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Grantee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Grantee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Grantee understands that he or she is not required to consent to electronic delivery of documents.

19.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations or assessments regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares. Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

20.    Appendix. Notwithstanding any provisions in this Agreement, the PRSUs shall be subject to any special terms, conditions or notifications set forth in Appendix A to this Agreement for the Grantee’s country, which shall constitute part of this Agreement. Moreover, if the Grantee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Grantee, to the extent the Company or any of its Subsidiaries determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.

[Signatures on Next Page]

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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Grantee have executed this Agreement as of the Grant Date.

When the Grantee accepts the Grant, the Grantee and the Company and its Subsidiaries are agreeing that the PRSUs are granted under and governed by the terms and conditions of the Plan, the Grantee’s grant notification and this Agreement. The Grantee has reviewed the Plan, the Grantee’s grant notification and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement, and fully understands all provisions of the Plan, the Grantee’s grant notification and this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Grantee’s grant notification and this Agreement. The Grantee further agrees to notify the Company upon any change in Grantee’s residence address.

AVON PRODUCTS, INC.	GRANTEE
________________________________	____________________________________
Chief Executive Officer	Name:

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APPENDIX A

ADDITIONAL TERMS AND CONDITIONS OF

PERFORMANCE CONTINGENT RESTRICTED STOCK UNIT AGREEMENTS UNDER THE
AVON PRODUCTS, INC. 2013 STOCK INCENTIVE PLAN

NON-U.S. EMPLOYEES

This Appendix includes additional terms and conditions that govern the PRSUs granted to the Grantee under the Plan if the Grantee resides in one of the countries listed below. Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Agreement.

The Grantee understands and agrees that the Company strongly recommends that the Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because applicable rules and regulations regularly change, sometimes on a retroactive basis, and the information may be out of date at the time the PRSUs vest or the Shares are issued under the Plan.

In addition, the information contained herein is general in nature and may not apply to Grantee’s particular situation and the Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws of Grantee’s country may apply to his or her situation.

The Grantee further understands and agrees that if the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working, transfers employment after grant of the PRSUs, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Grantee, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Argentina

Securities Law Notice

The Grantee understands and agrees that neither the grant of the PRSUs nor the issuance of Shares constitute a public offering as defined under Argentine law. The offering of the PRSU is a private placement. As such, the offering is not subject to the supervision of any Argentine governmental authority.

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Exchange Control Information

In the event that Grantee transfers proceeds in excess of US$2,000,000 from the sale of shares into Argentina in a single month, Grantee will be subject to certain exchange control laws. Please note that exchange control regulations in Argentina are subject to frequent change. Grantee is encouraged to consult with a personal legal advisor regarding any exchange control obligations that Grantee
may have.

Australia

Australian Securities Laws

If Grantee acquires Shares under the Plan and resells them in Australia, he or she may be required to comply with certain Australian securities law disclosure requirements or other restrictions.

Foreign Exchange

Grantee acknowledges and agrees that it is the Grantee’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the inflow of funds from the vesting of the PRSUs or subsequent sale of the Shares and any dividends (if any) and that the Grantee shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Grantee is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Brazil

Compliance with Laws

By accepting the PRSUs, Grantee acknowledges that Grantee agrees to comply with applicable Brazilian laws and to report and pay any and all applicable Tax Liability associated with the vesting of the PRSUs, the sale of the Shares acquired pursuant thereto and the receipt of any dividends. That Grantee agrees that, for all legal purposes: (i) the benefits provided under the Plan are the result of commercial transactions unrelated to the Grantee’s employment; (ii) the Plan is not a part of the terms and conditions of the Grantee’s employment; and (iii) the income from the PRSUs, if any, is not part of the Grantee’s remuneration from employment.

Report of Overseas Assets

If Grantee is resident or domiciled in Brazil, Grantee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. Assets

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and rights that must be reported include, but are not limited to, the Shares acquired under the Plan.

Bulgaria

Foreign Exchange Notice

Foreign brokerage account balances in excess of BGN 50,000 on each December 31^st must be reported to the Bulgarian National Bank by March 31^st of the following calendar year. Moreover, for payments equal to or exceeding BGN 5,000, a statistical form must be submitted to the commercial bank handling the transaction.

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Bulgaria.

Canada

Share Settlement

Notwithstanding any discretion or anything to the contrary in the Plan, the grant of the PRSUs does not provide any right for the Grantee to receive a cash payment and the PRSUs will be settled in Shares only.

French Language Waiver

The following provisions will apply to Grantees who are residents of Quebec:

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la redaction en anglais de cette convention (“Agreement”), ainsi que de tous documents exécutés, avis donnés et procedures judiciaries intentées, directement ou indirectement, relativement à la présente convention.

Data Privacy Notice and Consent

This provision supplements Section 9 of the Agreement:

Grantee hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. Grantee further authorizes the Company

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and any Subsidiary or affiliate and the Committee to disclose and discuss the Plan with their advisors. Grantee further authorizes the Company and any Subsidiary or affiliate to record such information and to keep such information in Grantee’s employee file.

Chile

Securities Law Information

Neither the Company nor the Shares that may be issued under this award are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

Exchange Control Information

It is your responsibility to make sure that you comply with exchange control requirements in Chile when the value of your share transaction is in excess of US$10,000.

If the PRSUs are settled in Shares and the aggregate value of the Shares exceeds US$10,000, you must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the PRSUs.

You are not required to repatriate funds obtained from the sale of shares acquired pursuant to your grant of PRSUs. However, if you decide to repatriate such funds, you must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, you must report the payment to a commercial bank or registered foreign exchange office receiving the funds.

If your aggregate investments held outside of Chile exceeds US$5,000,000 (including shares acquired under the Plan), you must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.

Please note that exchange control regulations in Chile are subject to change. You should consult with your personal legal advisor regarding any exchange control obligations that you may have prior to the vesting of the Restricted Stock Units.

Annual Tax Reporting Obligation

The Chilean Internal Revenue (the "CIRS") requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the gains/losses from foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the

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sworn statement are Tax Form 1853 "Annual Sworn Statement Regarding Credits for Taxes Paid Abroad" and Tax Form 1851 "Annual Sworn Statement Regarding Investments Held Abroad." If you are not a Chilean citizen and have been a resident in Chile for less than three years, you are exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.

Colombia

Foreign Exchange Notice

The Grantee understands and acknowledges that if the Grantee’s total overseas investments, including but not limited to any Shares acquired under the Plan, at any time exceeds US $500,000, the Grantee must register such investments with the Colombian Central Bank by June 30 of the following year.

Overseas Investment Registration

You understand and acknowledge that if your total overseas investments, including but not limited to any payment or Shares acquired pursuant to the Plan, at any time exceeds US $500,000, you are required to register such investments with the Colombian Central Bank by June 30 of the following year.

Czech Republic

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the Czech Republic.

Ecuador

There are no country specific provisions.

Egypt

Exchange Control Notification

If the Grantee transfers funds into or out of Egypt in connection with the payment for the PRSUs, he or she is required to transfer the funds through a registered bank in Egypt.

France

Language Consent

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In accepting the grant of the PRSUs and the Agreement which provides for the terms and conditions of the PRSUs, the Grantee confirms that he or she has read and understood the documents relating to the PRSUs (the Plan and the Agreement), which were provided in the English language. The Grantee accepts the terms of these documents accordingly.

Consentement Relatif à la Langue Utilisée

En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de cette attribution gratuite d’actions, l’employé confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui lui ont été communiqués en langue anglaise. L’employé en accepte les termes en connaissance de cause.

Tax Reporting Information

If Grantee holds Shares outside of France or maintains a foreign bank account, Grantee is required to report such to the French tax authorities when filing his or her annual tax return.

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

Germany

Exchange Control Information

If you remit proceeds in excess of €12,500 out of or into Germany, such cross-border payment must be reported monthly to the State Central Bank. In the event that you make or receive a payment in excess of this amount, you are responsible for obtaining the appropriate form from a German bank and complying with applicable reporting requirements. In addition, you must also report on an annual basis in the event that you hold shares exceeding 10% of the total voting capital of the Company.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

Greece

Securities Disclaimer

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Participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

Guatemala

There are no country specific provisions.

Hong Kong

Securities Law Notice

The PRSUs and Shares issued upon vesting of the PRSUs do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Subsidiaries. The Agreement, including this Appendix, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The PRSUs are intended only for the personal use of each eligible employee of the Company or its Subsidiaries and may not be distributed to any other person. If the Grantee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Grantee should obtain independent professional advice.

Non-ORSO Scheme

The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”). Notwithstanding the foregoing, if the Plan is deemed to constitute an occupational retirement scheme for the purposes of ORSO, the Grantee’s grant shall be void.

Hungary

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Hungary.

The grant of PRSUs is made pursuant to and in compliance with the private placement rules under the Capital Markets Act CXX of 2001.

India

Fund Repatriation

The Grantee understands that he or she must repatriate any proceeds from the sale of

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Shares acquired under the Plan to India and convert the proceeds into local currency within ninety (90) days of receipt. The Grantee will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Grantee should maintain the FIRC as evidence of the repatriation of fund in the event the Reserve Bank of India or the Company requests proof of repatriation.

Tax Information

To determine the Tax Liability, the Company or the Grantee’s Indian employer must obtain a valuation from a Merchant Banker in India. Neither the Company nor the Indian employer is under any obligation to obtain a valuation at a particular price nor are they required to obtain a valuation more frequently than every 180 days.

Italy

Foreign Exchange

To participate in the Plan, the Grantee must comply with exchange control regulations in Italy. Transfer of funds in excess of a certain amount to or from Italy in connection with the Grantee’s participation in the Plan may need to be reported in the Grantee’s individual tax return. In addition, Shares held by the Grantee in excess of a certain value may need to be reported on the Grantee’s individual tax return. The Grantee is urged to seek appropriate professional advice as to how the exchange control regulations apply to the Grantee’s specific situation.

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.

Plan Document Acknowledgment

In accepting the PRSUs, Grantee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

Kazakhstan

Exchange Control Information

Although Kazakh residents are no longer required to obtain a license from the National Bank of Kazakhstan before obtaining securities in foreign companies, you are nevertheless required to notify the National Bank of Kazakhstan when you acquire Shares under the Plan.

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Lithuania

There are no country specific provisions.

Malaysia

Securities Law Notice

The grant of PRSUs has been made in compliance with applicable Malaysian securities requirements including, as appropriate, filing an Information Memorandum with the Malaysian Securities Commission.

Malaysian Insider Trading Notification

You should be aware of the Malaysian insider-trading rules, which may impact your acquisition or disposal of shares or rights to shares under the Plan. Under the Malaysian insider-trading rules, you are prohibited from acquiring or selling shares or rights to shares (e.g., an award under the Plan) when you are in possession of information which is not generally available and which you know or should know will have a material effect on the price of shares once such information is generally available.

Director Notification Obligation

If you are a director of the Company's Malaysian Subsidiary or affiliate, you are subject to certain notification requirements under the Malaysian Companies Act. Among these requirements is an obligation to notify the Malaysian Subsidiary or affiliate in writing when you receive or dispose of an interest (e.g., an award under the Plan or shares) in the Company or any related company. Such notifications must be made within 14 days of receiving or disposing of any interest in the Company or any related company.

Mexico

Employment and Labor Law Acknowledgments

As a condition of accepting the PRSU, the Grantee acknowledges and agrees that: (i) the PRSU is not related to the salary or any other contractual benefits provided to the Grantee by the Grantee’s employer; (ii) any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Grantee’s employment; (iii) the grant of the PRSU is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability to the Grantee; and (iv) neither the grant of the PRSU nor the issuance of Shares in any way establishes a labor relationship between the Grantee and the Company, which is headquartered in the United States, or any additional rights between the Grantee and the Grantee’s employer, based in Mexico.

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By accepting the PRSU, the Grantee acknowledges that the Grantee has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety, and fully understands and accepts all provisions of the Plan and the Agreement.

The Grantee acknowledges and confirms that the Grantee does not reserve any action or right to bring any claim against the Company or its Subsidiaries for any compensation or damages as a result of participation in the Plan and therefore grants a full and broad release to the Company and its Subsidiaries with respect to any claim that may arise under the Plan.

Compliance with Mexican Securities Laws

The Plan, the PRSUs and the Shares are exempt from affirmative registration requirements in Mexico since the rights to acquire Shares under the PRSUs and the Plan are limited to specified qualified employees in Mexico and communicated in a private and confidential manner.

Morocco

Foreign Exchange Notice

The transfer of funds abroad is subject to prior approval by the Foreign Exchange Office of the Ministry of Finance (FEO). Repatriation of cash proceeds from an award, including dividends and proceeds from the sale of Shares underlying any award, may be required.

Peru

There are no country specific provisions.

Philippines

Securities Law Notice

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

The Grantee acknowledges that he or she is permitted to sell Shares acquired under the Plan through the designated plan broker appointed by the Company, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

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Poland

Foreign Exchange Notice

The Grantee understands and acknowledges that the Grantee must notify the National Bank of Poland of the value of all foreign share ownership, including but not limited to Shares acquired under the Plan, if such ownership exceeds a designated threshold. The Grantee is strongly encouraged to consult with an appropriate legal advisor regarding these requirements.

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Poland.

Republic of Korea

Foreign Exchange Notices

Please note that the proceeds received from the sale of stock overseas must be reported to Korea within eighteen (18) months if such proceeds exceed U.S. $500,000 per sale. Separate sales may be deemed a single sale if the sole purpose of separate sales was to avoid a sale exceeding the U.S. $500,000 per sale threshold.

If you realize US$500,000 or more from the sale of shares, Korean exchange control laws require you to repatriate the proceeds to Korea within 18 months of the sale.

Romania

Exchange Control Information

If you deposit the proceeds from the sale of Shares issued to you at purchase in a bank account in Romania, you may be required to provide the Romanian bank with appropriate documentation explaining the source of the funds. You should consult your personal advisor to determine whether you will be required to submit such documentation to the Romanian bank.

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Romania.

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Russia

U.S. Transaction

Grantee understands that the PRSUs shall be valid and this Agreement shall be concluded and become effective only when the Agreement is electronically received by the Company in the United States. Upon vesting of PRSUs, any Shares to be issued to Grantee shall be delivered to him or her through a bank or brokerage account in the United States. Grantee is not permitted to sell the shares directly to other Russian legal entities or individuals nor is Grantee permitted to bring the shares into Russia.

Securities Law Notification

The Agreement, the Plan and all other materials that Grantee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Depending on the development of local regulatory requirements, the Company reserves the right to settle the PRSUs in cash or require the immediate sale of Shares following vesting of the PRSUs.

Exchange Control Information

Under current exchange control regulations, within a reasonably short time after sale of the Shares acquired under the Plan or the receipt of dividends (if any), Grantee must repatriate the proceeds to Russia. Such proceeds must initially be credited to Grantee through a foreign currency account at an authorized bank in Russia. After the proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Grantee is encouraged to contact his or her personal advisor before remitting his or her proceeds to Russia as exchange control requirements may change.

Saudi Arabia

Securities Law Information

The Agreement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.

The Capital Market Authority does not make any representation as to the accuracy or completeness of the Agreement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of the Agreement. You are hereby

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advised to conduct your own due diligence on the accuracy of the information relating to the Shares. If you do not understand the contents of the Agreement, you should consult an authorized financial advisor.

Serbia

Exchange Control Information

Pursuant to the Law on Foreign Exchange Transactions, Serbian residents may freely acquire Shares under the Plan, however, the National Bank of Serbia generally requires reporting of the acquisition of such Shares, the value of the Shares at payment and, on a quarterly basis, any changes in the value of the underlying Shares. An exemption from this reporting obligation may apply on the basis that the Shares are acquired for no consideration. The Grantee is advised to consult with a personal legal advisor to determine his or her reporting obligations upon the acquisition of Shares under the Plan as such obligations are subject to change based on the interpretation of applicable regulations by the National Bank of Serbia. The Company reserves the right to require the Grantee to report details of the sale of his or her Shares to the Company or to follow such other procedures as may be established by the Company to comply with applicable exchange control regulations.

Singapore

Securities Law Information

The grant of the PRSUs, which is being made on a private basis and is, therefore, exempt from registration in Singapore. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.

Director Notification Requirement

Directors, associate directors and shadow directors of a Singapore Subsidiary are subject to certain notification requirements under the Singapore Companies Act. They must notify the Singapore Subsidiary in writing of an interest (e.g., PRSUs, Shares, etc.) in the Company or any related companies within two days of (i) acquisition or disposal of such interest, (ii) any change in a previously disclosed interest (e.g., when the Shares are sold), or (iii) becoming a director, associate director or shadow director. In addition, a notification must be made of the Grantee’s interests in the Company or any related company within two business days of becoming a director, associate director or shadow director of the Singapore Subsidiary.

South Africa

Exchange Control Information

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Employees may need to file notification of participation with exchange control authorities. An annual investment limit may apply to employees even if notification has been filed. Because the exchange control regulations are subject to change, Grantee should consult a personal advisor prior to vesting and settlement of the PRSUs to ensure compliance with current regulations. Grantee is responsible for ensuring compliance with all exchange control laws in South Africa.

Spain

Tax Reporting Obligation for Assets Held Abroad

Beginning January 2013, individuals in Spain are required to report assets and right located outside of Spain (which would include Shares or any funds held in a U.S. brokerage account) on Form 720 by March 31st after each calendar year. A report is not required if the value of assets held outside of Spain is EUR 50,000 or less or if the assets held outside of Spain have not increased by more than EUR 20,000 compared to the previous year (assuming that a prior report has been filed reporting these assets). Please consult your personal tax advisor for more information on how to complete the report and the specific information on what types of assets are required to be reported.

Exchange Control Information

Grantee must declare the acquisition of stock in a foreign company (including Shares acquired under the Plan) to the Dirección General de Política Comercial e Inversiones Exteriores (“DGPCIE”) of the Ministerio de Economia for statistical purposes. He or she must also declare ownership of any stock in a foreign company (including Shares acquired under the Plan) with the Directorate of Foreign Transactions each January while the stock is owned. In addition, if Grantee wishes to import the share certificates into Spain, he or she must declare the importation of such securities to the DGPCIE.

When receiving foreign currency payments derived from the ownership of the Shares (i.e., dividends or sale proceeds), Grantee must inform the financial institution receiving the payment of the basis upon which such payment is made. Grantee will need to provide the following information: (i) his or her name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) any further information that may be required.

Securities Disclaimer

The grant of the PRSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain.

Taiwan

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Securities Disclaimer

The Plan is not registered in Taiwan with the Securities and Futures Bureau and is not subject to the securities laws of Taiwan.

Exchange Control Information

You may acquire and remit foreign currency (including proceeds from the sale of Shares) into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or more in a single transaction, you must submit a foreign exchange transaction form and also provide supporting documentation to the satisfaction of the remitting bank.

If the transaction amount is US$500,000 or more, you may be required to provide additional supporting documentation to the satisfaction of the remitting bank. Please consult your personal advisor to ensure compliance with applicable exchange control laws in Taiwan.

Turkey

The Grantee must sell any Shares acquired pursuant to the PRSUs outside of Turkey. The Company’s Shares are currently traded on the New York Stock Exchange in the U.S. under the ticker symbol “TGT” and may be sold on this exchange, which is located outside of Turkey.

Ukraine

Exchange Control

Grantee understands and agrees that cross border flow of funds pursuant to the PRSUs may require a registration or license with the National Bank of the Ukraine. Grantee is advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable exchange control laws in Ukraine.

Repatriation

Grantee understands and agrees that funds obtained from the sale of Shares obtained through the PRSUs must be immediately repatriated to Ukraine. Grantee has been advised to consult with his or her personal legal advisor to further understand the requirements and implications and understands and agrees that it is his or her responsibility to comply with applicable rules.

A-15

Model for Amended and Restated 2013 Plan

Combined US & Int’l PRSU On-Cycle and Off-Cycle

United Kingdom

Tax and National Insurance Contributions

In the event that the Company determines that it is required to account to HM Revenue & Customs for the Tax Liability and any Secondary NIC Liability or to withhold any other tax as a result of the PRSUs, the Grantee, as a condition to the vesting of the PRSUs, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding liabilities. The Grantee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares acquired pursuant to the PRSUs.

As a further condition of the vesting of the PRSUs under the Plan, the Grantee may at the Company’s discretion be directed to join with the Company, or if and to the extent that there is a change in the law, any of its Subsidiaries or person who is or becomes a Secondary Contributor in making a Joint Election which has been approved by HM Revenue & Customs, for the transfer of the whole any Secondary NIC Liability.

To the extent permitted by law, the Grantee hereby agrees to indemnify and keep indemnified the Company and its Subsidiaries for any Tax Liability.

Securities Disclosure

Neither this Agreement or Appendix is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the PRSUs are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary.

Venezuela

Exchange Control Information

Please consult your personal advisor prior to vesting and settlement of the PRSUs to ensure compliance with the applicable exchange control regulations in Venezuela, as such regulations are subject to frequent change. You are responsible for ensuring compliance with all exchange control laws in Venezuela.

****

End of the Appendix

A-16

EX-10.5

Exhibit 10.5

AVON PRODUCTS, INC.

INTERNATIONAL RETIREMENT PLAN

Amended and Restated effective as of January 1, 2009

TABLE OF CONTENTS

		Page
Article 1	Purpose	1
Article 2	Definitions	1
Article 3	Participation	3
Article 4	Accounts	4
Article 5	Distribution of Benefits	6
Article 6	Currency Conversions	8
Article 7	General Provisions	8
Article 8	Amendment or Termination	11

AVON PRODUCTS, INC.

INTERNATIONAL RETIREMENT PLAN

ARTICLE 1 - PURPOSE

The purpose of this Avon Products, Inc. International Retirement Plan (the "Plan") is to provide benefits to certain international associates of Avon Products, Inc. (the “Primary Sponsor”) and certain of its subsidiaries and affiliates. These associates either (a) are career mobile associates or (b) perform services in a country where they are unable to participate in a competitive retirement plan. All benefits payable under the Plan shall be paid out of the general assets of the Company.

ARTICLE 2 - DEFINITIONS

2.1    “Account” means the sum of a Participant’s Initial Credit (if any), Pay-Based Credits, and Interest Credits, as provided in Article 4 below. Each Participant may have two sub-Accounts, one sub-Account in which Section 409A Amounts are credited and one sub-Account in which Non-Section 409A Amounts are credited.

2.2    “Administrator” means the Senior Vice President, Human Resources of the Primary Sponsor.

2.3    “Associate” means an individual who is employed by the Company.

2.4    “Company” means (a) the Primary Sponsor, (b) its majority-owned subsidiaries, (c) any successor of the Primary Sponsor by merger, purchase, or otherwise with respect to its Associates, or (d) any other affiliated company or subsidiary authorized by the Administrator to participate in the Plan.

2.5    “Covered Pay” means the total of the following amounts that are paid by the Company to or on behalf of the Participant during the Plan Year (or the applicable portion of the Plan Year):

(a)    base pay; and

(b)    Avon Products, Inc. Management Incentive Plan (“MIP”) bonus paid during the Plan Year for services performed during the prior year.

For purposes of Section 2.5(a) above, “base pay” is base pay prior to the pre-tax deferral of salary or other compensation to a retirement plan, deferred compensation plan, or other employee benefit program. Base pay includes any 13th or 14th month pay to the extent that local market practice dictates that 13th or 14th month pay is considered part of salary rather than bonus.

Effective July 1, 2009, only the portion, if any, of such MIP bonus under Section 2.5(b) above that does not exceed one hundred percent (100%) of the Participant’s MIP target bonus for the prior year will be included as Covered Pay.

All other forms of compensation are excluded from Covered Pay, including but not limited to bonuses other than MIP bonuses, foreign service premiums or tax equalization payments that serve as incentives to accept foreign assignments, international assignment allowances, salary continuation, or income from Company-granted stock options or other equity incentives. Effective July 1, 2009, also excluded from Covered Pay is the portion, if any, of MIP bonuses in excess of one hundred percent (100%) of the prior year’s base pay.

2.6    “Disability” means a Participant’s inability to fully perform the essential duties of his occupation for the Company as a result of his injury (defined as an accidental bodily injury neither expected nor initiated by the Participant) or illness (defined as a physical or mental disease or disorder, pregnancy, childbirth, or related medical condition). The determination of whether or not a Disability exists shall be made by the Administrator and shall be confirmed by competent medical evidence. “Grandfathered Participant” means a Participant who was a Participant in the Plan on June 30, 2009.

2.7    “New Participant” means a Participant who begins to participate in the Plan after June 30, 2009.

2.8    “Non-Section 409A Amount” means an amount deferred under the Plan that is not subject to, or is exempt from, Section 409A, including without limitation amounts that are not subject to Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(8)(ii).

2.9    “Participant” means any Associate or former Associate who has become a participant in the Plan for whom benefits under the Plan have not been fully distributed. Participants include Grandfathered Participants and New Participants.

2.10    “Plan” means the Avon Products, Inc. International Retirement Plan, as described herein or as hereafter amended.

2.11    “Plan Year” means the calendar year.

2.12    “Primary Sponsor” means Avon Products, Inc.

2.13    “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, including any regulations and other guidance issued under such Section.

2.14    “Section 409A Amount” means an amount deferred under the Plan that is not a Non-Section 409A Amount.

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2.15    “Separation from Service” means a “separation from service” (as defined under Section 409A). If a Participant is on military leave, sick leave, or other bona fide leave of absence, then that Participant will not be deemed to have incurred a Separation from Service unless such leave extends beyond six (6) months, in which case the Separation from Service will occur on the day immediately following the expiration of such six (6) month period; provided that a Participant who has a statutory or contractual right to reemployment while on a leave of absence will not be deemed to have incurred a Separation from Service, even if such leave extends beyond six (6) months, as long as such statutory or contractual right remains in effect. However, if a leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform his job duties or the duties of a similar job position, then the six (6) month period in the prior sentence is replaced with a twenty-nine (29) month period. A leave of absence will constitute a “bona fide leave of absence” only if there is a reasonable expectation that the Participant will return to perform service for the Company.

ARTICLE 3 - PARTICIPATION

3.1    Eligibility to Participate

(a)    The Administrator shall, in his sole discretion, designate the Associates who may participate in the Plan. Such designation shall be made in a letter from the Administrator to the Associate, specifying the effective date of the Associate’s participation in the Plan.

(b)    The Administrator shall designate Participants from those Associates who are either:

(1)    Career mobile Associates;

(2)    Associates who are permanently relocated and/or localized (other than on an expatriate basis) to a country where the Associate is unable to participate in a competitive retirement plan (defined as a retirement plan that allows for accruals needed to provide the Associate with a competitive total rewards package); or

(3)    Associates who are hired to work in a country where the Associate is unable to participate in a competitive retirement plan (defined as a retirement plan that allows for accruals needed to provide the Associate with a competitive total rewards package).

(c)    Grandfathered Participants shall continue to be Participants on July 1, 2009, notwithstanding that such Participants may not satisfy the requirements of Section 3.1(b) above.

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3.2    Termination of Participation

A Participant’s participation in the Plan shall terminate on the earlier of: (a) the date on which he or she is localized in a country where a competitive retirement plan exists; or (b) the date such Participant experiences a Separation from Service, or, in either case, if later, the date on which any benefits payable under the Plan to or on behalf of such Participant have been fully distributed.

3.3    Contributions by the Participant

A Participant is not required to, nor may a Participant, contribute to the Plan.

ARTICLE 4 - ACCOUNTS

4.1    Establishment of Account

An Account shall be established for each Participant, which shall be credited each Plan Year with Pay-Based Credits and Interest Credits. A Participant’s Account may include an Initial Credit, as provided in Section 4.4 below. A Participant’s Account may be composed of two sub-Accounts, one sub-Account in which Section 409A Amounts are credited and one sub-Account in which Non-Section 409A Amounts are credited. The Participant’s Account at any time is the total of the Initial Credit, if any, and the accumulated Pay-Based Credits and Interest Credits.

4.2    Pay-Based Credits

A Participant’s Pay-Based Credits for a Plan Year shall equal the Participant’s Covered Pay for the portion of such year that the Participant participates in the Plan (which may be less than the entirety of such year), multiplied by (a) twelve and one-half percent (12.5%) for Grandfathered Participants, and (b) five percent (5%) for New Participants. New Participants shall be eligible for an additional Pay-Based Credit of up to ten percent (10%) of their Covered Pay for the portion of the Plan Year that the Participant participates in the Plan, such additional credit to de determined in the sole discretion of the Administrator. The Pay-Based Credits shall be credited to the Account as of the last day of the Plan Year, based on the amount of Covered Pay paid to the Participant in such Plan Year for the portion of such year that the Participant participates in the Plan. If a Participant experiences a Separation from Service or becomes ineligible to participate in the Plan during the Plan Year, the Pay-Based Credit for such Plan Year will be based on Covered Pay through such Separation from Service or last day of eligibility.

For New Participants, Pay-Based Credits will only be made for the portion of the Plan Year that the Participant remains an eligible Associate in accordance with Sections 3.1(b) above, as determined by the Administrator in his sole discretion. For Grandfathered Participants, Pay-

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Based Credits will only be made for the portion of the Plan Year that the Participant is unable to participate in a competitive retirement plan (defined as a retirement plan that allows for accruals needed to provide the Participant with a competitive total rewards package), as determined by the Administrator in his sole discretion. Upon the cessation of Pay-Based Credits, the Participant’s Account will continue to be credited with Interest Credits until such time as the Participant receives a distribution of his Account under the Plan, or until the Participant has a Separation from Service without a vested interest under the Plan.

4.3    Interest Credits

(a)    A Participant’s Interest Credits for a Plan Year shall equal the product of the balance of the Participant’s Account as of the beginning of the Plan Year, multiplied by the Interest Rate for the Plan Year. The Interest Credit shall be credited to the Account as of the last day of the Plan Year.

(b)    The Interest Rate applicable for the Interest Credit for a given Plan Year shall be the greater of:

(1)    the average daily yield on a thirty (30) year U.S. Treasury bond in November of the calendar year immediately preceding the Plan Year; or

(2)    five percent (5%).

(c)    A final pro-rated Interest Credit shall be credited to a Participant’s Account immediately before the distribution of the Participant’s Account is made to the Participant (or, in the case of a deceased Participant, to his estate) for the portion of the Plan Year prior to the date on which the Account is valued for distribution purposes.

4.4    Initial Credit

The Administrator may, in his sole discretion, grant a Participant an Initial Credit at the time that he becomes a Participant. Such Initial Credit shall be considered to be an opening Account balance under the Plan as of the date the Participant’s participation in the Plan begins, and, for the Plan Year for which the Initial Credit is made, a pro-rated Interest Credit shall be credited to the Participant’s Account with respect to such Initial Credit as of the last day of such Plan Year. Any Initial Credit shall be disclosed in the notice provided by the Administrator pursuant to Section 3.1(a) above.

4.5    Earning of Credits by Disabled Associate

(a)    If a Participant becomes Disabled, he will continue to earn Credits during the Disability Period.

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(b)    The amount credited to the Participant’s Account during the Disability Period shall include Interest Credits pursuant to Section 4.3 above, and Pay-Based Credits based on the Covered Pay payable to the Participant during the Plan Year in which the Disability occurs, annualized for the Plan Year.

(c)    The Disability Period shall begin on the date on which the Participant becomes Disabled, and shall end on the earliest of:

(1)    the date on which the Participant recovers from the Disability, as determined in the sole discretion of the Administrator;

(2)    the date on which the Participant incurs a Separation from Service (which date, in accordance with Section 2.16 above, may not extend the Disability Period beyond twenty-nine (29) months); or

(3)    the Participant’s death.

ARTICLE 5 – DISTRIBUTION OF BENEFITS

5.1    Amount of Benefit to be Distributed

The benefit payable to the Participant shall equal his Account balance, to the extent that it is vested.

5.2    Vesting of Benefit

A Grandfathered Participant shall be one hundred percent (100%) vested in his Account upon the completion of five (5) years of service with the Company. A New Participant shall be vested in his Account in accordance with the following schedule: (a) thirty-three percent (33%) upon the completion of one (1) year of service with the Company; (b) sixty-seven percent (67%) upon the completion of two (2) years of service with the Company; and (c) one hundred percent (100%) vested upon the completion of three (3) years of service with the Company.

For purposes of this Section, a Participant shall be credited with a year of service if he is employed by the Company for a twelve (12) consecutive month period, including, if applicable, any period of service with the Company before the Participant became a Participant in the Plan. A period during which a Participant is receiving salary continuation payments shall not count as service with the Company.

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5.3    Timing and Form of Distribution

The Plan will make distribution of the vested Account to the Participant within ninety (90) days following the Participant’s Separation from Service, or to the Participant’s estate, if the Participant has died, in a lump-sum payment in cash, subject to Section 5.6 below.

5.4    Restoration to Service

If a Participant who had a Separation from Service is restored to service, any payment of his benefit under the Plan due to him as a result of such Separation from Service shall continue to be made to him as if the Participant were not restored to service. If the Participant is entitled under the terms of his new employment to again earn additional Pay-Based Credits under the Plan, he shall commence to do so upon his rehire and such amounts shall be accounted for under the Plan in an Account separate and apart from the Account, if any, that is being paid out to the Participant. Notwithstanding the foregoing, a Participant who incurs a Separation from Service will forfeit any portion of his Account balance that is not vested under Section 5.2 above at the time of his Separation from Service, and, in the event such Participant is subsequently restored to service, such Participant will not be re-credited with any amounts that he previously forfeited.

5.5    Not Regular or Ordinary Compensation

The benefits provided under the Plan shall not be considered regular or ordinary compensation.

5.6    Six-Month Wait for Specified Employees

To the extent that any amount payable under the Plan constitutes a “deferral of compensation” (as that term is defined in Section 409A), then, notwithstanding any other provision in the Plan to the contrary, such amount will not be paid to the Participant during the six (6) month period immediately following such Participant’s Separation from Service if such Participant is deemed to be a “specified employee” (as that term is defined in Section 409A and pursuant to procedures established by Avon Products, Inc.) at the time of his Separation from Service. During the seventh (7th) month following the month in which such Separation from Service occurs, all amounts that otherwise would have been paid to such Participant during that six (6) month period, but were not so paid due to this Section 5.6, will be paid to such Participant in a single lump-sum payment. This six (6) month delay will cease to be applicable if the Participant’s Separation from Service occurs due to his death or if the Participant dies before the six (6) month period has elapsed. For the avoidance of doubt, this Section 5.6 will not apply to Non-Section 409A Amounts.

Amounts that are not paid to a Participant because of this Section 5.6 at the time such amounts otherwise would have been paid to such Participant will accrue Interest Credits under Section 4.3(b) above from the date such amount would have been paid to such Participant but for

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this Section 5.6 through the day immediately preceding the date that such amount is actually paid to such Participant.

ARTICLE 6 - CURRENCY CONVERSIONS

6.1    Currency Conversion in Administration of the Plan

The Plan shall be administered at all times using denominations of United States currency. For purposes of determining each year’s Credits, all amounts (including Covered Pay) shall be converted to United States currency using the Average Exchange Rate for such year. The “Average Exchange Rate” shall equal the average of the Avon Authorized Foreign Exchange Rate for each month of such year, as published by the Primary Sponsor from time to time.

6.2    Benefit Payments

All benefit payments under Article 5 above shall be in the form of United States currency. If requested by a Participant at the time that his benefits become payable, such amounts may, in the Administrator’s discretion, be converted to foreign currency using the Avon Authorized Foreign Exchange Rate in effect on the date such benefits are paid.

ARTICLE 7– GENERAL PROVISIONS

7.1        Administration

The administration of the Plan, including but not limited to the exclusive and discretionary power to interpret and carry out its provisions, is the responsibility of the Administrator.

7.2        Funding

All amounts payable in accordance with the Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any administrative costs relating to the Plan, shall be paid out of the general assets of the Company.

7.3        No Contract of Employment

The establishment of the Plan shall not be construed as conferring any legal rights upon any person for a continuation of employment, nor shall it interfere with the rights of the Company to discharge any Associate and to treat him without regard to the effect that such treatment might have upon him as a Participant in the Plan.

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7.4        Facility of Payment

In the event that the Administrator determines that a Participant is unable to care for his affairs because of illness or accident, the Administrator may direct that any benefit payment due him under the Plan, unless claim shall have been made therefor by a duly appointed legal representative, be paid to his spouse, child, parent, or other blood relative, or to a person with whom such Participant resides, and any such payment so made shall be a complete discharge of the liabilities of the Company for such benefit payments.

7.5        Withholding Taxes

The Company shall have the right to deduct from each Account and payment to be made under the Plan any required withholding taxes.

7.6        Nonalienation

(a)    Subject to any applicable law, and except as set forth below, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagement, or torts of the Participant.

(b)    Notwithstanding any other provision of the Plan to the contrary, the Company shall make payments hereunder to an individual other than a Participant before such payments are otherwise due to the Participant if the Administrator determines (i) for Participants whose Plan benefits are subject to the U.S. Internal Revenue Code, that such payments are being made in order to fulfill the requirements of a “domestic relations order” (as defined in Internal Revenue Code Section 414(p)(1)(B)), and (ii) for other Participants, that such payments are required under the laws of the applicable jurisdiction to comply with a domestic relations order or similar order issued by a court in such jurisdiction.

7.7        Claims Procedure

(a)    A Participant, or his estate if the Participant is deceased, may submit a claim for payment of benefits under the Plan upon the Participant’s Separation from Service. Every claim for benefits under the Plan shall be in writing directed to the Administrator.

(b)    Each claim filed shall be decided by the Administrator within a reasonable time from its receipt, but not later than ninety (90) days after receipt of the claim by the Administrator (unless special circumstances require an extension of such time, in which case a detailed written notice of such extension will be given to the claimant within the initial ninety (90) day period and such claim shall be decided no later than one hundred eighty (180) days after receipt of the

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claim by the Administrator). A claim that is not decided within the applicable time period may be considered to be denied. If a claim is denied in whole or in part, then the claimant shall be given written notice of the denial in language calculated to be understood by the claimant, which notice shall:

(1)    specify the reason or reasons for the denial;

(2)    specify the Plan provisions giving rise to the denial; and

(3)    describe any further information or documentation necessary for the claim to be honored, explain why such documentation or information is necessary, and explain the Plan's review procedure.

(c)    Upon written request of any claimant whose claim has been denied in whole or in part, the Administrator shall make a full and fair review of the claim and furnish the claimant with a written decision concerning it. Such request for review must be made by the claimant to the Administrator within sixty (60) days following the claimant's receipt of the benefit denial (or the claim being deemed denied), and any such review will take into account all documents and information submitted by the claimant upon review, whether or not such documents and information were submitted or considered as part of the initial claim. As part of the review process, a claimant shall:

(1)    have the opportunity to submit written comments, documents, records, and other information relating to the claim; and

(2)    be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim.

(d)    Each request for review filed shall be decided by the Administrator within a reasonable time from its receipt, but not later than sixty (60) days after receipt of the request by the Administrator (unless special circumstances require an extension of such time, in which case a detailed written notice of such extension will be given to the claimant within the initial sixty (60) day period and such claim shall be decided no later than one hundred twenty (120) days after receipt of the claim by the Administrator). A request for review that is not decided within the applicable time period may be considered to be denied. If a request for review is denied in whole or in part, then the claimant shall be given written notice of the denial in language calculated to be understood by the claimant, which notice shall:

(1)    specify the reason or reasons for the denial;

(2)    specify the Plan provisions giving rise to the denial;

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(3)    state that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim; and

(4)    contain a statement of any rights that the claimant may have to bring a civil action under Section 502(c) of the Employee Retirement Income Security Act of 1974, as amended.

7.8        Construction

(a)    Except as otherwise provided by applicable law, all rights hereunder shall be governed by and construed in accordance with the laws of the State of New York.

(b)    The masculine pronoun shall mean the feminine wherever appropriate.

ARTICLE 8 - AMENDMENT OR TERMINATION

The Primary Sponsor reserves the right to modify or amend, in whole or in part, or to terminate the Plan, at any time. However, no modification, amendment, or termination of the Plan shall adversely affect the right of any Participant to receive the amount of the benefit accrued under the Plan in respect of such Participant as of the date of modification, amendment, or termination. In the event of a Plan termination, Accounts under the Plan will cease to accrue Credits under Article 4 above, except that, for the year in which the Plan is terminated, Pay-Based Credits and Interest Credits will be made for the portion of the year that has elapsed before the Plan is terminated, and Accounts shall be paid out in accordance with Article 5 above, as in effect on the date of such Plan termination.

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IN WITNESS WHEREOF, the Primary Sponsor has executed the amended and restated Plan on this day of , 2009, effective as of January 1, 2009.

	AVON PRODUCTS, INC.
By:	/s/ Lucien Alziari
Title:	SVP HR

EX-10.6

Exhibit 10.6

FIRST AMENDMENT TO THEAVON PRODUCTS, INC. INTERNATIONAL RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2009

This FIRST AMENDMENT is made to the Avon Products, Inc. International Retirement Plan by AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the State of New York (the "Company").

INTRODUCTION

The Company maintains the Avon Products, Inc. International Retirement Plan (the "Plan"). The Company now wishes to amend the Plan: (1) to reflect certain changes to comply with Section 409A of the Internal Revenue Code and guidance issued thereunder; (2) to include an opening balance for those transferees who were not vested in their home country foreign plan but whose benefits under such plan would be forfeited when service is no longer being provided in such home country and a similar vesting scheduled as in their home country would be provided; and (3) to reflect certain non-substantive changes to the Plan.

AMENDMENT

NOW, THEREFORE, the Company hereby amends the Plan as follows:

1.Effective as of January 1, 2009, by clarifying the last sentence of Plan Section 2.5 to read as follows:

"Effective July 1, 2009, also excluded from Covered Pay is the portion, if any, of a Participant's MIP bonus that exceeds one hundred percent (100%) of the Participant's MIP target bonus for the prior year."

2.    Effective as of January 1, 2009, by renumbering Plan Sections 2.7 through 2.15 as Plan Sections 2.8 through 2.16 (and making corresponding changes to any internal Plan cross-references to such Sections), and then by dividing current Plan Section 2.6 into Plan Sections 2.6 and 2.7 to read as follows:

"2.6    "Disability" means a Participant's inability to fully perform the essential duties of his occupation for the Company as a result of injury (defined as an accidental bodily injury neither expected nor initiated by the Participant) or illness (defined as a physical or mental disease or disorder, pregnancy, childbirth, or related medical condition). The determination of whether or not a Disability exists shall be made by the Administrator and shall be confirmed by competent medical evidence.

2.7    "Grandfathered Participant" means a Participant who was a Participant in the Plan on June 30, 2009."

3.    Effective as of January 1, 2009, by amending the third sentence of Plan Section 2.16 (as renumbered above) to read as follows:

"However, other than with respect to a Grandfathered Participant who has any Section 409A Amounts, if a leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform his job duties or the duties of a similar job position, then, for such Participant, the six (6) month period in the prior sentence is replaced with a twenty-nine (29) month period."

4.    Effective as of July 1, 2010, by adding a new paragraph to Plan Section 4.4. to read as follows:

“At the discretion of the Plan Sponsor, if an Initial Credit was established for a Participant to compensate such Participant for lost pension or other benefits caused as a result of a transfer from one country to another where the first country’s benefit plan causes a forfeiture of benefits accrued under such plan, the Initial Credit may be subject to a vesting schedule that is the same vesting schedule as under the plan under which the forfeiture occurred. If the Participant terminates employment (incurs a Separation from Service) prior to the completion of the vesting schedule for the Initial Credit, such Initial Credit amount will be forfeited. Amounts earned after the Initial Credit for services provided after the transfer, however, are not subject to such vesting schedule.

5.    Effective as of January 1, 2009, by deleting Plan Section 4.5(c)(2) in its entirety, and substituting therefor the following:

"(2)    the date on which the Participant incurs a Separation from Service; or"

6.    Effective as of January 1, 2009, by deleting Plan Section 5.3, and substituting therefor the following:

"5.3    Timing and Form of Distribution

Other than with respect to a Grandfathered Participant who has any Section 409A Amounts, the Plan will distribute the vested Account to the Participant within ninety (90) days following the Participant's Separation from Service, or to the Participant's estate, if the Participant has died, in a lump-sum payment in cash, subject to Section 5.6 below. With respect to a Grandfathered Participant who has any Section 409A Amounts, the Plan will distribute the vested Account to the Participant upon the Participant's Separation from Service, or to the Participant's estate, if the Participant has died, in a lump-sum payment in cash, subject to Section 5.6 below."

7.    Effective as of January 1, 2009, by adding a new Plan Section 7.8(c) to read as follows:

"(c)    With respect to Section 409A Amounts, the Plan will be interpreted in a manner to comply with the requirements of Section 409A."

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.

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IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the date set forth below.

AVON PRODUCTS, INC.

Dated: December 13, 2010

By:	/s/ Lucien Alziari
Name:	Lucien Alziari
Title:	SVP HR

EX-10.7

Exhibit 10.7

[Avon Products, Inc. Letterhead]

January 23, 2015

Mr. James Scully

[Address]

Dear Jim,

We are pleased to offer you the position of Executive Vice President & Chief Financial Officer for Avon Products, Inc. (“Avon”) reporting to Sheri McCoy, Chief Executive Officer. As a senior officer of Avon, your compensation is determined and approved by the Compensation and Management Development Committee (the “Committee”) of the Board of Directors (the “Board”).

1.    Title, Authority and Duties. As Chief Financial Officer, you will have such duties and authority, consistent with your position, as shall be determined from time to time by the Chief Executive Officer and the Board. During your employment with Avon, your principal place of employment shall be at Avon’s principal headquarters in New York, New York and you will devote your full business time and best efforts to the performance of your duties to Avon, and will not engage in any other business, profession or occupation for compensation or otherwise that would conflict with or interfere with the rendition of such services directly or indirectly, provided that it shall not be a violation of the foregoing for you to (i) act or serve as a director, trustee or committee member of any civic, charitable or educational organization, subject, in each case, to Avon’s policies, or (ii) manage your personal, financial and legal affairs, so long as such activities (described in clauses (i) or (ii)) do not interfere with the performance of your duties and responsibilities to the Company as provided hereunder.

2.    Annual Base Salary. Your annual base salary will be no less than $800,000, payable in regular installments in accordance with Avon’s payroll practices. Although this salary is quoted on an annual basis, it does not imply a specific period of employment.

3.    Incentive Programs.

(a)    You will be eligible to participate in Avon’s annual incentive program available to senior executives. Your annual target award under the annual incentive program will be 100% of your earned base salary for the performance period. Annual awards are contingent on relevant individual and business performance goals established by the Committee being achieved and are subject to the terms and conditions of Avon’s annual incentive program. Avon may from time to time change the design of the program available to senior executives. Payments in respect of your annual incentive awards, if any, will be made in the calendar year following the performance period at the same time when annual incentive payments are generally made to Avon’s other senior executives. Payment in respect of your 2015 annual incentive award will be guaranteed at no less than $800,000.

Mr. Scully

January 23, 2015

Page 2

(b)    You will be eligible to participate in Avon’s long-term incentive program available to senior executives. You will receive your first regular award upon the date of your commencement of employment with Avon (the “Commencement Date”). Long-term incentive awards generally have a three year vesting or performance period and are currently delivered 60% in performance-based restricted stock units (“PRSU”) and 40% in time-based restricted stock units (“RSU”); however, Avon from time to time may change the composition of long-term incentive awards and the design of the program available to senior executives. Your 2015 long-term incentive award will be granted to you at a value of 300% of your annual base salary and in accordance with Avon’s shareholder-approved stock plan in effect at such time (currently, Avon’s 2013 Stock Incentive Plan, the “Stock Plan”) and it is expected that you shall receive a long-term incentive award valued at no less than 300% of your annual base salary each year that you remain an Avon employee. Should your Commencement Date occur after April 1, 2015, then the value of your 2015 long-term incentive award shall be reduced on a pro-rata basis based on the Commencement Date, such reduction to be effected by multiplying 300% by a fraction, the numerator of which is 365 minus the number of days between April 1, 2015 and the Commencement Date and the denominator of which is 365. Further details on the 2015 long-term incentive program will be provided to you.

(c)    We recognize that you will be forfeiting a significant amount of value in unvested equity and other benefits when you leave your current employer. To help offset this loss, you will receive: (i) a cash sign-on bonus of $1,000,000 (the “Bonus”), payable within 30 days of the Commencement Date, (ii) a special award of 489,596 time-based restricted stock units on the Commencement Date, pursuant to the Restricted Unit Award form attached hereto as Exhibit A, which will (A) vest in equal installments on each of the first three anniversaries of the Commencement Date and, except as provided herein, contain terms and conditions consistent with RSU awards under the Stock Plan made to senior executives as part of the long-term incentive program for 2015 and (B) vest in full upon any termination by the Company of your employment other than for Cause (as defined in the Stock Plan) or any termination of your employment by you for Good Reason (as defined in the Company’s publicly filed Amended and Restated Change in Control Policy dated as of January 9, 2013 (the “Change in Control Policy”)) and (iii) a special award of PRSUs with a value of $1,000,000 on the Commencement Date, pursuant to the Performance Contingent Restricted Stock Unit Award form attached hereto as Exhibit B, which will vest following the three-year vesting period on the date that the 2015 PRSUs granted to other senior executives vest and contain terms and conditions, including performance conditions, consistent with the PRSU awards under the Stock Plan made to senior executives as part of the long-term incentive program for 2015. Should you leave Avon voluntarily, or your employment is terminated for Cause (as defined in the Stock Plan), in each case prior to the first anniversary of the Commencement Date, you will be required to repay the Bonus to Avon within 45 days of your termination of employment.

(d)    As a senior executive of Avon, you will need to adhere to stock ownership guidelines, which encourage executive share ownership and align executive interests with those of shareholders, consistent with best practices among high-performing companies. You will be

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Mr. Scully

January 23, 2015

Page 3

required to own Avon stock equal to three times base salary within five years from the Commencement Date.

4.    Employee Benefits.

(a)    During your employment, you will have the opportunity to participate in the benefit programs generally available to Avon senior executives, subject to any generally applicable eligibility requirements. Accordingly, you will be eligible for our health and welfare benefits such as medical, dental, vision and long-term disability plans as of the Commencement Date. Avon reserves the right to amend, modify or terminate any of its employee benefit plans, programs and arrangements at any time, including without limitation any incentive programs, the Severance Plan (as defined below) or any other employee benefit plans referred to in this letter.

(b)    In addition, assuming you satisfy the eligibility requirements, the Avon Personal Savings Account Plan (Avon’s 401(k) plan), which also includes a Retirement Savings Account (“RSA”) component, will be available to you as of the Commencement Date. You will also be eligible for a financial planning allowance up to $12,500 per year, subject to the terms of Avon’s executive perquisite program as in effect from time to time.

(c)    You will also be covered under Avon’s compensation-related policies applicable to similarly situated senior executives, including Avon’s Change in Control Policy and Compensation Recoupment Policy.

(d)    During your employment, you will be eligible to participate in the Avon Products, Inc. Deferred Compensation Plan. This plan allows you to defer a percentage of your base salary and your annual bonus beginning in the calendar year following the year you begin employment. This plan also contains a feature providing for crediting of “excess RSA” contributions that cannot be made to your account under Avon’s 401(k) plan due to certain IRS limits. We will forward the plan brochure and enrollment instructions to you at the appropriate time.

(e)    You will be eligible for four weeks of vacation per year beginning in 2015, pro-rated for 2015 based on the Commencement Date.

5.    Severance Benefits. If your employment is terminated under circumstances that would trigger the payment of severance benefits under Avon’s Severance Pay Plan (the “Severance Plan”), then you will become entitled to severance benefits (which, for your level, is currently 24 months of base salary payable in the form of salary continuation).  Any severance benefits payable to you under this letter will be payable as if the benefits were payable under the Severance Plan and will be subject to other terms and conditions of the Severance Plan, including for example provisions requiring that you sign a general release of all claims, non-competition and non-solicitation provisions applicable to “Selected Exempt Eligible Employees” and other specified covenants and provisions related to Section 409A of the Internal Revenue Code (“Section 409A”). However, unlike severance benefits payable under the Severance Plan, your cash severance benefits under this letter will not be limited to 200% of the limit specified under Internal Revenue Code Section 401(a)(17).

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Mr. Scully

January 23, 2015

Page 4

6.    Applicable Withholdings. All payments made to you by Avon will be subject to any and all federal, state, and local taxes and other withholdings to the extent required by applicable law.

7.    Section 409A.It is intended that this letter either comply with or be exempt from Section 409A and, to the maximum extent permitted, this letter will be interpreted accordingly.  Your compensation and benefits, to the extent that they are not exempt from Section 409A, are subject to the limitations imposed by Section 409A for “specified employees,” including a six-month delay before payments or benefits may be provided as a result of a “separation from service” to the extent required under 409A. Avon makes no representation about the effect of Section 409A on the provisions of this letter and Avon will not have any liability to you in the event that you become subject to taxation under Section 409A.

8.    Certain Reductions. In the event that any amount or benefit paid or distributed to you by Avon or its affiliates, whether pursuant to this letter agreement or otherwise (collectively, the “Covered Payments”), is or becomes subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code, then the Covered Payments will be reduced to the extent necessary so that no portion of the Covered Payments is subject to the Excise Tax (the “Reduced Amount”); provided that such amounts will not be so reduced if, without such reduction, you would be entitled to receive and retain, on a net after tax basis (including, without limitation, after any Excise Taxes), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. If the determination made pursuant to this paragraph results in a reduction of the payments that would otherwise be paid to you except for the application of this paragraph, such reduction in payments will be applied in the following order: (i) any cash salary continuation severance payments, (ii) any non-equity based payments or awards that are not subject to Section 409A, (iii) any equity-based payments or awards that are subject to Section 409A, and (iv) any other payments or awards that are subject to Section 409A that you would otherwise be entitled to receive. Within each of the categories provided in subclauses (i) through (iv), payments or awards will be reduced first from the last scheduled payment or award vested and continuing in descending order to the extent necessary to effectuate the reduction in payment in that particular category.

9.    Employment Prerequisites. Your employment at Avon is contingent upon your passing a satisfactory background investigation, reference checks, compliance with immigration law and passing a drug screening test. As you may be aware, immigration law requires that Avon verify the employment authorization status of all new employees. On your first day of employment you will be asked to provide documents which establish your identity and employment eligibility. We will forward a list of acceptable documents for verification purposes in due course.

Avon maintains a drug free work environment and requires that all new hires pass a drug screen as a condition of employment. The results of this test must be received prior to your date of employment; you should allow 3 - 4 business days for the results to be processed.

10.    Employment Status, Etc.

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Mr. Scully

January 23, 2015

Page 5

(a)    Your employment with Avon hereunder will constitute “at will” employment and may be terminated by you or Avon at any time (subject to Avon’s obligations to you under this letter or under any Avon benefit programs in which you participate); provided that you will be required to give Avon 60 days advance notice of any resignation of your employment with Avon. You represent to Avon that you are not subject to any restrictive covenants with respect to employment other than those covenants disclosed to Avon in writing prior to the date of this letter, including your obligations under that certain Amended and Restated Employment Agreement between you and J. Crew Group, Inc., dated September 10, 2008. Having reviewed those restrictive covenants, you believe in good faith that your employment by Avon, as contemplated herein, should not be considered a breach of your restrictive covenants, and Avon has made its own independent determination regarding these matters. You covenant to Avon that you will not, during the course of your employment with Avon, seek to utilize any trade secrets or confidential or proprietary information belonging to any of your prior employers or take any action that would breach any obligation you may have to your prior employers. Subject to your disclosure of the existence of any restrictive covenant prior to the date of this letter and your compliance with the covenant in the foregoing sentence, Avon agrees to defend, indemnify and hold you harmless, including with respect to the prompt reimbursement of reasonable legal fees incurred by you, from and against any and all claims related to any breach or alleged breach of any restrictive covenants, regardless of any judicial or arbitral determination related to such claim. For the avoidance of doubt, Avon’s duty to defend, indemnify and hold you harmless, as set forth in and subject to the limitations of the preceding sentence, shall apply to any claim that your becoming employed by Avon as contemplated herein is a breach of your restrictive covenants or other obligation to your prior employers.

(b)    You agree to hold in a fiduciary capacity for the benefit of Avon all secret or confidential information, knowledge or data, including without limitation all trade secrets, relating to Avon or its affiliates, and their respective businesses (i) obtained by you during or prior to your employment by Avon or its affiliates and (ii) which is not otherwise publicly known (other than by reason of an unauthorized act by you). After termination of your employment with Avon, you will not, without the prior written consent of Avon, unless compelled pursuant to an order of a court or other body having jurisdiction over such matter, communicate or divulge any such information, knowledge or data to anyone other than Avon and those designed by it.

11.    Reasonable Attorneys’ Fees. Avon will pay directly or reimburse you promptly for any reasonable attorneys’ fees you incur in connection with the negotiation and preparation of this letter, not to exceed $30,000. Any such payment or reimbursement will be made no later than March 15, 2016.

12.    Governing Law. This letter will be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to its conflict of laws principles.

13.    Counterparts. This letter may be executed in two counterparts, both of which shall be deemed an original, and all of which shall constitute one and the same instrument.

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Mr. Scully

January 23, 2015

Page 6

14.    Headings. Section and subsection headings in this letter are inserted for convenience of reference only and do not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

I very much look forward to your joining Avon. We appreciate that you have an obligation to provide a certain amount of notice to your current employer; however, I am hopeful that your start date with Avon is as soon as possible but no later than April 1, 2015, unless mutually agreed. I am confident that your career at Avon will be rewarding. If you have any questions, please feel free to call me at [Telephone Number].

Sincerely,

/s/ Sheri McCoy

Sheri McCoy

Chief Executive Officer

cc:	Susan Ormiston, Senior Vice President and Chief People Officer
	Ann Verillo, Vice President, Global Compensation and Benefits

Accepted and Agreed to:

/s/ James Scully	1/23/2015
James Scully	Date

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Exhibit A

[Avon Products, Inc. Letterhead]

Mr. James Scully

Chief Financial Officer    

Avon Products, Inc.

Restricted Stock Unit Award

Dear Jim:

Reference is made to your letter agreement (the “Letter”) dated as of January 23, 2015 with Avon Products, Inc. (the “Company”). The Letter provides for the grant to you by the Company of a time-based sign-on award of 489,596 restricted stock units. These restricted stock units are being awarded to you hereunder outside of the Company’s 2013 Stock Incentive Plan (the “2013 SIP”). Notwithstanding that this award is made outside of the 2013 SIP, except as otherwise expressly provided in this agreement or the Letter and other than as to Section 5 of the 2013 SIP, this agreement will be interpreted in a manner consistent with the terms of the 2013 SIP and all such terms will be deemed to be incorporated into and made a part of this agreement.

1.Grant of Restricted Stock Unit Award. Pursuant to the terms of the Letter, the Company hereby awards to you 489,596 Restricted Stock Units (the “RSUs”) representing the right to receive in the future 489,596 shares of the Company’s common stock (the “Shares”). These RSUs are subject to the terms and conditions set forth below.

2.Nature of RSU; Vesting; Issuance of Shares. These RSUs represent a right to receive Shares on the Vesting Date(s) (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof are met, then you will be issued one-third (1/3) of the total Shares represented by the RSUs on each of first, second and third anniversaries of your employment commencement date (“Vesting Date(s)”) or earlier as provided below. In lieu of issuance of Shares for all or a portion of the RSUs, the Company reserves the right to instead make a cash payment to you equal to the fair market value of the Shares for all or a portion of the RSUs determined as of the applicable Vesting Date (or earlier as provided below).

3.Separation from Service.

(a)    Certain Involuntary Terminations or Disability. If you incur a separation from service due to an involuntary termination by the Company other than for Cause or by you for Good Reason, in either case as defined in Section 3(c)(ii)(B) of the Letter, or after incurrence of a Disability (as defined in the 2013 SIP), then all of the unvested RSUs referred to in Section 2 above will become fully vested and the Shares represented thereby will be issued to you within sixty (60) days after such separation from service, unless the RSUs are subject to Section 409A of the Internal Revenue Code (“Section 409A”) and you are a “specified employee” as defined in Section 409A on the date of separation from service, as determined pursuant to procedures and elections made by the Company from time to time, in which case, the Shares will be issued on the first day following six (6) months after the separation from service date.

(b)    Death. If you die before otherwise incurring a separation from service, then all of the RSUs referred to in Section 2 above will become fully vested and such vested Shares will be issued to your designated beneficiary (or, if none, your estate) within sixty (60) days after death.

(c)    Change in Control. Notwithstanding any other provision herein, in the event of a Change in Control, the vesting and payment of RSUs will be governed by the provisions of the 2013 SIP regarding a Change in Control.

(d)    Separation from Service Causing Forfeiture. All RSUs are forfeited if you incur a separation from service from the Company (or any subsidiary by which you may be employed) prior to the Vesting Date(s) for reasons other than set forth in this Section 3.

(e)    Paid or Unpaid Leave of Absence. For purposes of determining the vesting of RSUs under this agreement, a paid or unpaid leave of absence by you will not constitute a separation from service, except to the extent that such leave of absence constitutes a “separation from service” (as defined in U.S. Internal Revenue Code Section 409A). During a paid or unpaid leave of absence, until a “separation from service” occurs, the RSUs will continue to vest as set forth in this agreement.

4.Voting; Dividends. You will not have the right to vote any of the Shares or the right to receive dividends on them prior to the date such Shares are issued to you. However, you will be entitled to “Dividend Equivalent Rights” so that you will receive a cash payment in respect of the Shares in amounts that would otherwise be payable as dividends in respect of the number of Shares represented by unpaid RSUs by March 15^th following the year in which such dividends are paid.

5.Non-Competition; Non-Solicitation; Confidentiality. You acknowledge and agree that you will be considered a “Selected Exempt Eligible Employee” within the meaning of the Company’s Severance Plan and accordingly you will be subject to the non-disclosure, non-competition and non-solicitation and other restrictive covenant provisions described in the Company’s Severance Plan, as it may be amended from time to time (the “Severance Plan”), which are incorporated herein by reference and the confidentiality and other restrictive covenant provisions of the Letter.

In the event that the Company determines that you have breached any term of this Section 5 or any non-disclosure, non-compete, non-solicitation or other restrictive covenant provisions set forth or referred to in the Severance Plan, the Letter, or any other Company program or policy applicable to you, in addition to any other remedies the Company may have available to it: (i) all unvested RSUs granted hereunder will be forfeited; (ii) if Shares have been delivered to you in respect of vested RSUs hereunder, then you will forfeit and return all such Shares so issued to you hereunder; and (iii) if cash has been paid to you in lieu of Shares in respect of all or a portion of the vested RSUs hereunder, you will pay to the Company all such cash so paid in lieu of Shares for all or a portion of the RSUs to you hereunder; provided, however, that if you no longer hold Shares issued to you hereunder, then you will pay to the Company in cash the fair market value of any such Shares on the date such Shares were issued to you hereunder.

6.Compensation Recoupment Policy. Except where void by law and unless otherwise determined, the RSUs and the Shares issued (or the cash payment if the Company

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elected, instead of Shares for all or a portion of the RSUs to make a cash payment equal to the fair market value of the Shares) in respect of vested RSUs hereunder are subject to forfeiture and/or recoupment in the event that you have engaged in misconduct, including (i) a serious violation of the Company’s Code of Business Conduct & Ethics; or (ii) a violation of law within the scope of employment with the Company. All RSUs hereunder are also subject to the Company’s Compensation Recoupment Policy, as it may be amended from time to time.

7.Application of Laws. The granting of these RSUs and the delivery of Shares hereunder will be subject to all applicable laws, rules and regulations. These RSUs may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered. The Company will not be required to issue or deliver any Shares hereunder unless the issuance and delivery thereof complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended, and the requirements of the stock exchanges on which the Shares may be listed. Notwithstanding anything contained herein to the contrary, in the event the disposition of the Shares is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, the Shares will be restricted against transfer to the extent required by the Securities Act. In the event any provision of this agreement conflicts with applicable law, the provisions of such law will govern.

8.Grantee Acknowledgements. You acknowledge and agree as follows:

(a)    the execution and delivery of this agreement and the granting of the RSUs hereunder will not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ you for any specific period;

(b)    the award of the RSUs hereunder does not entitle you to any benefit other than that specifically granted hereunder, nor to any future grants. Any benefits granted hereunder are extraordinary and not part of your ordinary or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its subsidiaries;

(c)    nothing herein will confer upon you any right to continue in the service of the Company or a subsidiary or interfere in any way with their right to terminate your employment at any time, subject to applicable law and contractual obligations;

(d)    neither the Company nor any subsidiary is providing any tax, legal or financial advice or making any recommendation regarding the RSUs or the Shares; and

(e)    in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages arises from the forfeiture of RSUs in accordance with the terms hereof or diminution in value of the RSUs or the Shares and you irrevocably release the Company and its subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the RSUs, you will be deemed irrevocably to have waived your entitlement to pursue such a claim.

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9.Taxes. You irrevocably elect to satisfy any tax withholding required by the Company or its subsidiaries on the date of delivery of any Shares hereunder or on any earlier date on which such tax withholding may be due (“Tax Liability”) by authorizing the Company and any of its subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the RSUs or your wages or other compensation to fully satisfy the Tax Liability. Further, you agree to pay the Company or its subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.

Notwithstanding the foregoing, if, on the applicable Vesting Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements or for some other reason, you hereby irrevocably elect to satisfy the Tax Liability due on the applicable Vesting Date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability.

Apart from any withholding obligations that may apply to the Company and/or its subsidiaries, you acknowledge and agree that the ultimate responsibility for the Tax Liability is and remains with you. You further acknowledge that: (x) the Company and its subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its subsidiaries do not commit to structure the terms of the grant or any other aspect of the RSUs to reduce or eliminate the Tax Liability; and (z) you should consult a tax adviser regarding Tax Liability.

You further acknowledge that the Company will have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Company.

10.Section 409A. This agreement will be interpreted in a manner to comply with the requirements of U.S. Internal Revenue Code Section 409A, including delaying payments to a “specified employee” during the six month period following a separation from service to the extent such payment is being made on account of such separation from service, but only to the extent required by U.S. Internal Revenue Code Section 409A. The term “separation from service” as used herein will mean a separation from service as set forth in U.S. Internal Revenue Code Section 409A. In no event will the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes imposed in connection with a failure to comply with U.S. Internal Revenue Code Section 409A.

IN WITNESS WHEREOF, you and the Company, by its duly authorized officer, have executed this Restricted Stock Unit Award.

AVON PRODUCTS, INC.

By: _______________________    ___________________________

Name:    

Title:

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Exhibit B

[Avon Products, Inc. Letterhead]

Mr. James Scully

Chief Financial Officer

Avon Products, Inc.

Performance Contingent Restricted Stock Unit Award

Dear Jim:

Reference is made to your letter agreement (the “Letter”) dated as of January 23, 2015 with Avon Products, Inc. (the “Company”). The Letter provides for the grant to you by the Company of a sign-on award of 121,951 performance contingent restricted stock units. These performance contingent restricted stock units are being awarded to you hereunder outside of the Company’s 2013 Stock Incentive Plan (the “2013 SIP”). Notwithstanding that this award is made outside of the 2013 SIP, except as otherwise expressly provided in this agreement or the Letter and other than as to Section 5 of the 2013 SIP, this agreement will be interpreted in a manner consistent with the terms of the 2013 SIP and all such terms will be deemed to be incorporated into and made a part of this agreement.

1. Grant of Performance Contingent Restricted Stock Unit Award. Pursuant to the terms of the Letter, the Company hereby awards to you 121,951 Performance Contingent Restricted Stock Units (the “PRSUs”) representing the right to receive in the future 121,951 shares of the Company’s common stock (the “Shares”). These PRSUs are subject to the terms and conditions set forth below.

2.Nature of PRSU; Issuance of Shares. These PRSUs represent a right to receive Shares on the Settlement Date (as defined below) but do not represent a current interest in the Shares. If all the terms and conditions hereof are met, then you will be issued Shares on the Settlement Date (as defined below). In lieu of issuance of Shares for all or a portion of the PRSUs, the Company reserves the right to instead make a cash payment to you equal to the fair market value of the Shares for all or a portion of the PRSUs, determined as of the Settlement Date.

3.Vesting of PRSUs; Voting; Dividends. Subject to Section 4, the PRSUs will vest following the end of the performance period on the third anniversary of March 12, 2015 (the “Vesting Date”), and settlement will occur on the “annual grant” settlement date, as specified by the Company (the “Settlement Date”), provided that the Settlement Date will be no later than the March 15^th immediately following the year in which the Vesting Date occurs. Subject to Section 4, vesting and payment are contingent upon: (a) you being employed by the Company or any of its subsidiaries on the Vesting Date, and (b) satisfaction by the Company of performance measures set forth in your 2015 PRSU grant notification (the “Performance Measures”).

You will not have the right to vote any of the Shares or the right to receive dividends on them prior to the date such Shares are issued to you pursuant to the terms hereof.

4.Separation from Service.

(a)    Separation from Service by the Company Other Than for Cause. If you incur an involuntary separation from service by the Company other than for Cause (as defined in the 2013 SIP) on or after January 1 of the year following the date of grant, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 3(a) above will become vested and the pro-rata number of such Shares will be issued to you on the Settlement Date. The number of Shares that vest will be determined by multiplying the full number of Shares subject to the PRSU by a fraction, which will be the number of complete months from the date of grant (the “Grant Date”) to the date of the separation from service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(b)    Separation from Service due to Disability. If you incur a separation from service due to Disability, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 3(a) above will become vested and the pro-rata number of such Shares will be issued to you on the Settlement Date. The number of Shares that vest will be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which will be the number of complete months from the Grant Date to the date of the separation from service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(c)    Death. If you die before the PRSUs become fully vested, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 3(a) above will become vested and the pro-rata number of such vested Shares will be issued to your designated beneficiary (or, if none, your estate) on the Settlement Date. The number of Shares that vest will be determined by multiplying the full number of Shares subject to the PRSUs by a fraction, which will be the number of complete months from the Grant Date to the date of the separation from service (typically the last day of active employment), divided by the number of months from the Grant Date to the Vesting Date.

(d)    Change in Control. Notwithstanding any other provision herein, in the event of a Change in Control, the vesting and payment of PRSUs will be governed by the provisions of the 2013 SIP regarding a Change in Control.

(e)    Separation from Service Causing Forfeiture. All PRSUs are forfeited if you incur a separation from service from the Company (or any subsidiary by which you may be employed) prior to the Vesting Date for reasons other than set forth in this Section 4.

(f)    Paid or Unpaid Leave of Absence. For purposes of determining the vesting of PRSUs under this agreement, a paid or unpaid leave of absence by you will not constitute a separation from service, except to the extent that such leave of absence constitutes a “separation from service” (as defined in U.S. Internal Revenue Code Section 409A). During a paid or unpaid leave of absence, until a “separation from service” occurs, the PRSUs will continue to vest as set forth in this agreement.

(g)    Six-Month Wait under U.S. Internal Revenue Code Section 409A. To the extent that a PRSU payment is a non-exempt amount payable under a “nonqualified deferred

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compensation plan” (as defined in Internal Revenue Code Section 409A) upon your separation from service (other than death), if you are a “specified employee” (as that term is defined in Internal Revenue Code Section 409A and pursuant to procedures established by the Company) on the date of your separation from service, then any Shares payable pursuant to the PRSU (or cash in lieu thereof if the PRSUs or a portion of the PRSUs are to be settled in cash) on account of such separation from service (other than death) will not be paid to you during the six-month period immediately following your separation from service.  Instead, any Shares (or cash in lieu thereof if the PRSUs or a portion of the PRSUs are to be settled in cash) that would have been payable to you on account of your separation from service will be paid on the first day of the seventh month following your separation from service but not earlier than the Settlement Date.

5.Non-Competition; Non-Solicitation; Confidentiality. You acknowledge and agree that you will be considered a “Selected Exempt Eligible Employee” within the meaning of the Company’s Severance Plan and accordingly you will be subject to the non-disclosure, non-competition and non-solicitation and other restrictive covenant provisions described in the Company’s Severance Plan, as it may be amended from time to time (the “Severance Plan”), which are incorporated herein by reference and the confidentiality and other restrictive covenant provisions of the Letter.

In the event that the Company determines that you have breached any term of this Section 5 or any non-disclosure, non-compete, non-solicitation or other restrictive covenant provisions set forth or referred to in the Severance Plan, the Letter, or any other Company program or policy applicable to you, in addition to any other remedies the Company may have available to it: (i) all unvested PRSUs granted hereunder will be forfeited; (ii) all vested but not yet settled PRSUs hereunder will be forfeited; (iii) if Shares have been delivered to you in respect of vested PRSUs hereunder, then you will forfeit and return all such Shares so issued to you hereunder; and (iii) if cash has been paid to you in lieu of Shares in respect of vested PRSUs for all or a portion of the PRSUs hereunder, you will pay to the Company all such cash so paid in lieu of Shares for all or a portion of the PRSUs to you hereunder; provided, however, that if you no longer hold Shares issued to you hereunder, then you will pay to the Company in cash the fair market value of any such Shares on the date such Shares were issued to you hereunder.

6.Compensation Recoupment Policy. Except where void by law and unless otherwise determined, the PRSUs and the Shares issued (or the cash payment if the Company elected, instead of Shares, for all or a portion of the PRSUs, to make a cash payment equal to the fair market value of the Shares for all or a portion of the PRSUs, determined on the Settlement Date) in respect of vested PRSUs hereunder are subject to forfeiture and/or recoupment in the event that you have engaged in misconduct, including (i) a serious violation of the Company’s Code of Business Conduct & Ethics; or (ii) a violation of law within the scope of employment with the Company. All PRSUs hereunder are also subject to the Company’s Compensation Recoupment Policy, as it may be amended from time to time.

7.Application of Laws. The granting of these PRSUs and the delivery of Shares hereunder will be subject to all applicable laws, rules and regulations. These PRSUs may not be sold, tendered, assigned, transferred, pledged or otherwise encumbered. The Company will not be required to issue or deliver any Shares hereunder unless the issuance and delivery thereof complies with all applicable legal requirements including, without limitation, compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended (the

3

“Securities Act”), the Securities Exchange Act of 1934, as amended, and the requirements of the stock exchanges on which the Shares may be listed. Notwithstanding anything contained herein to the contrary, in the event the disposition of the Shares is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, the Shares will be restricted against transfer to the extent required by the Securities Act. In the event any provision of this agreement conflicts with applicable law, the provisions of such law will govern.

8.Grantee Acknowledgements. You acknowledge and agree as follows:

(a)    the execution and delivery of this agreement and the granting of the PRSUs hereunder will not constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or its subsidiaries to employ you for any specific period;

(b)    the award of the PRSUs hereunder does not entitle you to any benefit other than that specifically granted hereunder, nor to any future grants. Any benefits granted hereunder are extraordinary and not part of your ordinary or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension, welfare or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any of its subsidiaries;

(c)    nothing herein will confer upon you any right to continue in the service of the Company or a subsidiary or interfere in any way with their right to terminate your employment at any time, subject to applicable law and contractual obligations;

(d)    neither the Company nor any subsidiary is providing any tax, legal or financial advice or making any recommendation regarding the PRSUs or the Shares; and

(e)    in consideration of the grant of the PRSUs, no claim or entitlement to compensation or damages arises from the forfeiture of PRSUs in accordance with the terms hereof or diminution in value of the PRSUs or the Shares and you irrevocably release the Company and its subsidiaries from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the PRSUs, you will be deemed irrevocably to have waived your entitlement to pursue such a claim.

9.Taxes. You irrevocably elect to satisfy any tax withholding required by the Company or its subsidiaries on the date of delivery of any Shares hereunder or on any earlier date on which such tax withholding may be due (“Tax Liability”) by authorizing the Company and any of its subsidiaries to withhold a sufficient number of Shares or cash in lieu thereof from the PRSUs or your wages or other compensation to fully satisfy the Tax Liability. Further, you agree to pay the Company or its subsidiaries any amount of the Tax Liability that cannot be satisfied through one of the foregoing methods.

Notwithstanding the foregoing, if, on the applicable Settlement Date or on any earlier date on which the Tax Liability may be due, the delivery of Shares is not made because of U.S. Internal Revenue Code Section 409A requirements or for some other reason, you hereby

4

irrevocably elect to satisfy the Tax Liability due on the applicable Settlement Date or on any earlier date on which such taxes may be due with respect to such Shares for which delivery is being deferred by delivering cash to the Company in an amount sufficient to fully satisfy all the Tax Liability.

Apart from any withholding obligations that may apply to the Company and/or its subsidiaries, you acknowledge and agree that the ultimate responsibility for the Tax Liability is and remains with you. You further acknowledge that: (x) the Company and its subsidiaries make no representations or undertakings regarding the Tax Liability or the receipt of any dividends; (y) the Company and its subsidiaries do not commit to structure the terms of the grant or any other aspect of the PRSUs to reduce or eliminate the Tax Liability; and (z) you should consult a tax adviser regarding Tax Liability.

You further acknowledge that the Company will have no obligation to deliver Shares until the Tax Liability has been fully satisfied by the Company.

10.Section 162(m) or Section 409A. To the extent that the PRSUs are intended to qualify a “performance-based compensation” within the meaning of U.S. Internal Revenue Code Section 162(m) or to the extent the PRSUs are subject to U.S. Internal Revenue Code Section 409A, any provision, application or interpretation of this PRSU that is inconsistent with such U.S. Internal Revenue Code Sections will be disregarded with respect to such PRSU, as applicable. In no event will the Company, any of its affiliates, any of its agents, or any member of the Board have any liability for any taxes imposed in connection with a failure to comply with U.S. Internal Revenue Code Section 409A.

IN WITNESS WHEREOF, you and the Company, by its duly authorized officer, have executed this Performance Contingent Restricted Stock Unit Award.

AVON PRODUCTS, INC.

By: _______________________    ___________________________

Name:    

Title:

5

EX-10.8

Exhibit 10.8

[Avon Products, Inc. Letterhead]

Personal & Confidential

September 13, 2012

John P. Higson

Senior Vice President and President, Europe, Middle East and Africa

Avon – Germany

Dear John:

This letter confirms our mutual understanding of the terms and conditions applying to your assignment in the United Kingdom as Senior Vice President and President, Europe, Middle East and Africa, reporting to Sheri S. McCoy, Chief Executive Officer. Your assignment in the United Kingdom is contingent upon our mutual understanding of the performance objectives which are subject to change at Avon’s discretion, timely local regulatory permission being obtained for you to work in the United Kingdom (if applicable) and your acceptance of the terms and conditions of this letter.

The conditions of this letter are in accordance with and subject to the policies set forth in the International Assignment Handbook, those policies being incorporated herein by this reference. This letter summarizes key points and conditions associated with your assignment. In terms of this specific assignment, local conditions and guidelines applicable to Avon expatriates in the UK will also govern you. Please note also that certain aspects of your compensation package are subject to U.S. Internal Revenue Code Section 409A (“409A”) and regulations issued there under, which set forth specific requirements for the timing of certain reimbursements and payments (including maximum time periods to make such reimbursements and payments) in order that you may minimize additional U.S. taxes on these amounts. Except as otherwise provided in this letter, in order to receive an allowance, assignment-related bonus or expense reimbursement, you must be employed by Avon at the time the allowance or assignment-related bonus is paid or at the time the expense that is reimbursed is incurred.

The date of this assignment is on or about September 1, 2012 and is scheduled to be 2 years in duration. The assignment may be less than 2 years subject to the discretion of Avon senior management.

TOTAL COMPENSATION

▪ Base Salary. With the commencement of your assignment in the United Kingdom, your annual base salary will remain at EUR 385,000. Your next salary review is scheduled for April 1, 2013. Your salary will continue to be based on home country internal and external competitive rates.

▪ Management Incentive Plan. Your target award will remain at 70 % of your base salary. Effective July 1, 2012, your MIP will be based on the achievement of EMEA’s pre-set MIP goals. Prior to July 1, 2012, your MIP will be based on the achievement of Global pre-set MIP goals, subject to the approval of the 2012 Plan.

▪ Long Term Incentives.You will continue to be eligible to participate in the Long Term Incentive programs available to Senior Vice Presidents. Currently, this includes performance-based restricted stock units granted under the 2010 Stock Incentive Plan and performance cash under the Avon Products, Inc. Long Term Incentive Cash Plan.

▪ Total Compensation. Your total compensation is your current performance-based compensation. This includes your annual salary, your Management Incentive Plan awards, your Long Term Incentive Plan awards and any other bonuses or performance-related incentives received during this assignment. Once the amount is determined, a hypothetical tax will be applied and you will be paid the net amount.

______________________________________________________________________________

Avon Products, Inc. 1345 Avenue of the Americas, New York, NY 10105, 212-282-5000

Initial ______

John P. Higson  Page 2 of 5 9/13/2012

▪ Employee Benefits. During the term of your assignment in the United Kingdom, your benefit coverage will continue as though you were working for Avon-Germany. This includes medical coverage and any pension coverage. Since your German medical plan does not provide coverage outside of Germany, you will be provided with medical coverage for the United Kingdom. Details will be provided under separate cover. The Avon-Germany payroll department will continue to handle any payroll deductions required for social security taxes, other mandated contributions and contributions to the Avon-sponsored benefit plans in Germany.

Overseas Compensation

▪ Tax Equalization Adjustments. Under the terms of the International Assignment Policy, your tax liability while on assignment in the UKwill be approximately the amount that would be payable if you were working and living in Germany. In order to equalize the tax obligation of your foreign service, a hypothetical German income tax is computed and deducted from your total salary. A tax equalization calculation/reconciliation will be prepared at the end of each calendar year to determine if the appropriate German taxes were withheld on your total compensation during your foreign service through your hypothetical income tax deductions.

In the event that you do not break tax residency in Germany, you will remain on actual tax withholding and a hypothetical tax will not be implemented. However, the tax equalization process will still continue.

Ernst & Young LLP will be completing your income tax returns while you are on foreign assignment. It is therefore imperative that you make contact with them to ensure that all necessary information is being compiled and that the tax process is in place to file your tax returns on a timely basis. Please contact [Name] of E&Y-Germany. Contact information is as follows:

Telephone:              [Telephone Number]

Email:             [Email Address]

You should also contact [Name] of E&Y-UK regarding your UK country returns. Contact information is as follows:

Telephone:             [Telephone Number]

Email:             [Email Address]

[Name], a Senior Consultant at Ernst & Young (E&Y) in the United States, is responsible for the day-to-day coordination of tax issues regarding Avon’s worldwide expatriates. She may be reached at [Telephone Number] or via email at [Email Address]. [Name], a tax partner at Ernst & Young (E&Y) in New York, is responsible for Avon’s worldwide expatriate tax work.

In the event of severance, tax treatment of any payments made to you will be reviewed and income tax withholding adjusted accordingly, if necessary.

▪ Hypothetical Tax. As stated above, a hypothetical German tax will be deducted from your total compensation when it is paid to you. As stated, total compensation includes base salary, Management Incentive Plan, and any other bonuses or performance-related incentives received during your assignment.

▪ Social Security. The hypothetical tax deduction does not cover your home country social security obligation. The Avon-Germany payroll department should continue to handle this deduction while you are on assignment in the UK. You will not be responsible for any UK social taxes incurred while on assignment. These taxes will be paid on your behalf by the Avon-UK office.

______________________________________________________________________________

Avon Products, Inc. 1345 Avenue of the Americas, New York, NY 10105, 212-282-5000

Initial ______

John P. Higson  Page 3 of 5 9/13/2012

Allowances

▪ Host Country Housing Allowance. You will be provided with a fully furnished and equipped accommodation at company expense. The accommodation will be according to company standards with a cost limit of GBP 3,500 to GBP 4,000 per month for a two bedroom apartment; if a suitable two bedroom apartment is not available in the Windsor area then the budget will be GBP 4,000 to GBP 4,500 for a three bedroom apartment. Final housing will be approved by your direct Line Manager and if above the established cost limit, will require the approval of Global Mobility in New York. Avon will be assuming the full cost of your rent and reasonable utilities excluding telephone, internet, and cable charges. You will be reimbursed for council tax charges.

▪ Per Diem Allowance. You will be provided with an allowance of GBP 37 (EUR 47) for every 24 hour period you spend in the United Kingdom. This amount is intended to cover reasonable daily miscellaneous expenses such as meals, incidentals, entertainment, etc. The amount of the Per Diem allowance will be paid to you net of taxes via WRRI.

▪ Miscellaneous Relocation Allowance. You will receive a relocation allowance equivalent to USD 1,000 when you relocate upon your acceptance of this assignment. This allowance is intended to cover expenses such as, but not limited to, purchase of transformers, additional luggage, minor appliances, etc. The relocation allowance will be paid to you free of taxes.

FOREIGN SERVICE EMPLOYEE ASSISTANCE PROGRAMS

▪ Shipment/Storage of Effects. You will be reimbursed for the cost of shipping limited household and personal effects from the US to the UK. Please contact [Name], Senior Assignment Counselor of WRRI to initiate your household goods shipment.

▪ Business Travel Plan. You are covered under the Company’s business travel plan through Travel Guard should such a situation arise.Some of the services that Travel Guard provides during a business trip include physician/hospital/dental/vision referrals, emergency prescription replacement, in-patient and out-patient medical case management, and emergency medical evacuation transportation assistance. To contact Travel Guard, call toll-free +1-877-244-6871 (International Collect: +1-715-346-0859) and reference Avon's Group Name and Policy Number: [Group Name and Policy Number]. Please keep this information with you when you travel. You can also access the Travel Guard website, www.chartisinsurance.com/travelguardassistance to find travel resources and a complete list of recommended healthcare providers in various locations throughout the world.

▪ Host Country Transportation. Avon will provide a car, transportation allowance or other means of transportation based on Avon United Kingdom guidelines. Should you choose to continue to participate in the Avon-Germany car program, no transportation assistance will be provided in the United Kingdom.

▪ Trips Home. You will be eligible for return trips home not to exceed US$ 10,000 annually (per twelve (12) month period from your assignment start date); any amount above this requires the approval of Global Mobility in New York. Travel will be in accordance with Avon-UK travel policy. Unused trips will not be carried over from one year to the next. The cost of transportation (i.e. taxi/car service) from/to the airport will be reimbursed to you. You should submit these expenses to WRRI for reimbursement as detailed in the Expense Reimbursements section below. No other travel expenses will be covered.

Only trips directly to/from the UK are considered return trips home as well as any trips for your wife to join you in the UK. Reimbursement for business trips should be handled as a business expense.

______________________________________________________________________________

Avon Products, Inc. 1345 Avenue of the Americas, New York, NY 10105, 212-282-5000

Initial ______

John P. Higson  Page 4 of 5 9/13/2012

• Vacation. You will be entitled to the same annual vacation as in Germany, but will adopt the public holidays of the United Kingdom.

• Expense Reimbursements. All assignment related expenses should be submitted for reimbursement to WRRI. Your contact at WRRI for expense management is [Name], Senior Assignment Counselor, and she can be reached at:

Phone:    [Telephone Number]

Email:     [Email Address]

CERTAIN REIMBURSEMENTS AND PAYMENTS

Payments (including reimbursements) addressed in this letter may be subject to 409A for international assignees who are subject to U.S. tax law. In order to ensure compliance with 409A, please note the following applicable rules:

Many of the benefits addressed in this letter are provided to you via reimbursement from Avon. For tax reasons, in many cases, Avon commits to providing you with a reimbursement as soon as administratively possible but no later than March 15th of the year following the year in which the underlying expense is incurred. However, in order for Avon to be able to reimburse you on a timely basis, you must submit the reimbursement request and the supporting documentation as soon as possible in accordance with normal expense reimbursement policy, but no later than January 31st of the year following the year in which the underlying expense is incurred. Your failure to meet this deadline may lead to Avon being unable to reimburse you by the applicable March 15th (or other applicable date), in which case you could become subject to additional taxes and penalties under 409A, and Avon will not provide additional payments to you to cover any such additional taxes and penalties.

DATA PRIVACY

During the assignment, your personal information will be collected and stored electronically in order to process salary payments, track your assignment details and generate other reports. By signing this letter, you expressly consent to the transfer of any information by Avon to related companies. If you do not wish to have your data stored in this fashion, please contact HR.

EMPLOYMENT CONSIDERATIONS

It is understood that in accepting this assignment, the terms and conditions are to be kept strictly confidential and to be the basis of your employment in the UK. It is also understood that you will continue to adhere to the spirit of Avon policies, and that Human Resources policies governing compensation and benefits as they relate to your particular case will be determined by reference to Avon-Germany’s practices rather than the UK’s practices. It is also understood that all of the items covered in this letter are subject to your continued satisfactory performance.

PERFORMANCE AND REPATRIATION

Should you terminate while abroad, either at your own or Avon's election, Avon will pay repatriation expenses for you and your household goods in accordance with policy guidelines. Expenses to your point of origin (Germany) would be paid, provided you return to that point within 30 days of termination. Of course, repatriation expenses would not be paid if you were to stay in the UK or if you were to be employed by another company.

______________________________________________________________________________

Avon Products, Inc. 1345 Avenue of the Americas, New York, NY 10105, 212-282-5000

Initial ______

John P. Higson  Page 5 of 5 9/13/2012

Upon successful completion of your assignment as SVP and President, EMEA, it is our current intent to offer you a position comparable to that position or to repatriate you to Germany. Of course, any such offer would be dependent on market conditions, Avon’s business structure and other circumstances that cannot be known at this time.

John, I believe we have covered the pertinent points of your transfer. After you have reviewed this agreement, please sign the enclosed two copies of this letter and send one to Belinda Coakes in New York. The other copy may be retained for your files. I wish you the best in your new assignment.

Sincerely,

_/s/ Sheri S. McCoy ___                

Sheri S. McCoy                    

Chief Executive Officer                        

_/s/ Agnieszka Romanczuk_

Agnieszka Romanczuk

VP HR EMEA

_/s/ Scott Crum _________

Scott Crum

Senior Vice President, HR and Chief People Officer

Reviewed and agreed

_/s/ John P. Higson________    _09/19/2012_______        

John P. Higson    Date

cc: J. D’Angelo

B. Coakes

P. Conejos

L. Williams (E&Y)

D. Nicolas (WRRI)

NOTE: All costs of this assignment will be charged to cost center:

______________________________________________________________________________

Avon Products, Inc. 1345 Avenue of the Americas, New York, NY 10105, 212-282-5000

Initial ______

EX-10.9

Exhibit 10.9

[Avon Products, Inc. Letterhead]

Personal & Confidential

February 7, 2012

David Legher

General Manager, Northern Latin America

Avon – Mexico

Dear David:

This letter confirms our mutual understanding of the terms and conditions applying to your assignment in Sao Paulo, Brazil, as SVP and General Manger, Brazil, reporting to Fernando Acosta, SVP and President, LATAM. Your assignment in Brazil is contingent upon our mutual understanding of the performance objectives which are subject to change at Avon’s discretion, timely local regulatory permission being obtained for you to work in Brazil and your acceptance of the terms and conditions of this letter.

The conditions of this letter are in accordance with the policies set forth in the International Assignment Handbook, those policies being incorporated herein by this reference. This letter summarizes key points in the International Assignment Handbook and specifies certain additional conditions associated with your assignment. In terms of this specific assignment, local conditions and guidelines applicable to Avon expatriates in Brazil will also govern you.

The date of this assignment is as soon as practicable, pending obtaining valid work authorization, and is scheduled to be up to two years (2) in duration. The assignment may be less than two (2) years subject to the discretion of LATAM management. The assignment may be greater than two (2) years subject to mutual agreement.

TOTAL COMPENSATION

▪ Base Salary. Effective March 1, 2012, your annual base salary will be COP 1,050,000,000. Your next salary review is scheduled for April 2013. Your salary will continue to be based on home country internal and external competitive rates.

▪ Management Incentive Plan. Effective March 1, 2012, your MIP target will be 60% and will be based upon the achievement of Brazil pre-set MIP goals, subject to approval of the 2012 Plan. Prior to March 1, your MIP will be 50% and will be based upon NOLA pre-set MIP goals.

▪ Long Term Incentives.You will be eligible to participate in the long term incentive programs available to Senior Vice Presidents. Currently, this includes performance-based restricted stock units granted under the 2010 Stock Incentive Plan and performance cash under the Avon Products, Inc. Long Term Incentive Cash Plan.

▪ Total Compensation. Your total compensation is your current performance-based compensation. This includes your annual salary, your Management Incentive Plan awards, your Long Term Incentive Plan awards and any other bonuses or performance-related incentives received during this assignment. Once the amount is determined, a hypothetical tax will be applied and you will be paid the net amount.

Overseas Compensation

A balance sheet approach will be used to ensure that your standard of living and taxes in Brazil will be comparable to that which you are accustomed to in Colombia. A copy of your balance sheet is attached. You will initially receive your salary in your home country. Should you decide to receive a portion of your salary in Brazilduring your assignment, please contact Belinda Coakes in writing with the desired home

Initial _/s/DL_

David Legher Page 2 of 7 2/7/2012

and/or host salary payments you would like to receive. However, you will not begin receiving funds in Brazil until you confirm that you have opened a bank account in Brazil and have obtained valid work authorization.

Taxes

▪ Tax Equalization Adjustments. Under the terms of the International Assignment Policy, your tax liability while on assignment in Brazilwill be approximately the amount that would be payable if you were working and living in Colombia. In order to equalize the tax obligation of your foreign service, a hypothetical Colombia income tax is computed and deducted from your total salary. A tax equalization calculation/reconciliation will be prepared at the end of each calendar year to determine if the appropriate Colombia taxes were withheld on your total compensation during your foreign service through your hypothetical income tax deductions.

In the event that you do not break tax residency in Colombia, you will remain on actual tax withholding and a hypothetical tax will not be implemented. However, the tax equalization process will still continue.

Ernst & Young LLP will be completing your income tax returns while you are on foreign assignment. It is therefore imperative that you make contact with them to ensure that all necessary information is being compiled and that the tax process is in place to file your tax returns on a timely basis. Please contact [Name] of E&Y-Colombia. Contact information is as follows:

Telephone:     [Telephone Number]

Email:     [Email Address]

You should also contact [Name] of E&Y-Brazil regarding your Brazil country returns. Contact information is as follows:

Telephone:     [Telephone Number]

Email:     [Email Address]

[Name], a Senior Consultant at Ernst & Young (E&Y) in the United States, is responsible for the day-to-day coordination of tax issues regarding Avon’s worldwide expatriates. She may be reached at [Phone Number] or via email at [Email Address]. [Name], a tax partner at Ernst & Young (E&Y) in New York, is responsible for Avon’s worldwide expatriate tax work.

In the event of severance, tax treatment of any payments made to you will be reviewed and income tax withholding adjusted accordingly, if necessary.

▪ Hypothetical Tax. As stated above, a hypothetical Colombia tax will be deducted from your total compensation when it is paid to you. As stated, total compensation includes base salary, Management Incentive Plan, Long Term Incentive Plan and any other bonuses or performance-related incentives received during your assignment.

▪ Social Security. The hypothetical tax deduction does not cover your home country social security obligation. The Colombia payroll department should continue to handle this deduction while you are on assignment in Brazil. You will not be responsible for any Brazil social taxes incurred while on assignment. These taxes will be paid on your behalf by the Brazil office.

Differential, Allowances & Assignment Incentive Bonus

▪ Goods and Services Differential. The goods and services differential is calculated by taking the difference between the goods and services (G&S) index of host and home location times the amount

Initial _/s/DL_

David Legher Page 3 of 7 2/7/2012

that someone at your income level and family size would spend on goods and services in Colombia. The portion of your salary used on goods and services in Colombia is also referred to as your spendable income. It is the Colombia spendable income -- not total base salary -- that is protected from the higher costs of goods and services abroad. At present, Mercer reports a goods & services index for Brazil above the present cost of living in Colombia. Mercer continually monitors exchange rates and movements in the rate of inflation for both countries. Your balance sheet will reflect changes, positive or negative, to your goods & services index and exchange rate only when there is an adjustment for inflation or new pricing surveys are available. Your balance sheet will be updated in April and October of each year.

Initially, your temporary living expenses should be reported through an expense report to WRRI. You will begin to receive a G&S differential, if applicable, once you are no longer being reimbursed for your living expenses via this method. Please notify [Name] of the Global Mobility department when you no longer are reporting your living expenses through an expense report so that any applicable G&S differential can be implemented.

▪ Host Country Housing Allowance. Avon will be assuming the full cost of your housing in Brazil including your rent and utilities (excluding telephone, cable television, and internet service). Your housing allowance is a maximum of BRL 25,000 per month. Any rent above BRL 25,000 will be your responsibility. Final selection of your housing will be subject to your manager’s approval.

Reasonable charges for utilities (excluding telephone, cable television, and internet service) will be reimbursed separately.

▪ Home Country Housing Charge. A home country housing charge (housing norm) reflects the amount that you would have spent on housing in Colombia. It is based on what someone with your family size and income level would spend on housing in Colombia as established by our consultants, Mercer. Since you will remain personally responsible for your home in Colombia and it will not be rented, the housing obligation reflecting the amount that you would have spent on housing will not be deducted from your total compensation. You will be required to submit a signed, written affidavit that the home will remain vacant and not generate any rental income while you are on assignment. You undertake the responsibility to immediately notify [Name] in the Global Mobility department if your situation changes, i.e., you are receiving rental income on your residence, sell it, etc. At the time [Name] is notified, a housing deduction will be withheld from your payroll applied from the effective date of the change. Our outside consultants, Mercer, will assist us in determining the amount of this deduction.

▪ Assignment Incentive Bonus. To recognize the personal adjustments inherent with international assignments and to cover miscellaneous costs not otherwise reimbursed, you will receive an assignment incentive bonus. The assignment incentive bonus is equivalent to one month’s base salary. The assignment incentive bonus will normally be paid when this letter, signed by all signatories, is returned to [Name]. You will not be responsible for any taxes on the assignment incentive, i.e., it is not subject to a hypothetical income tax deduction.

FOREIGN SERVICE EMPLOYEE ASSISTANCE PROGRAMS

▪ Shipment/Storage of Effects. You will be reimbursed for the cost of shipping limited household and personal effects to and from Brazil. Since you are maintaining your home in Colombia, it is understood that you will not require storage.

▪ Employee Benefits. During the term of your assignment in Brazil, your benefit coverage will continue as though you were working for Avon-Colombia. This includes medical coverage and any pension coverage. The Avon-Colombia payroll department will continue to handle any payroll deductions required for social security taxes, other mandated contributions and contributions to the Avon-sponsored benefit plans in Colombia.

Initial _/s/DL_

David Legher Page 4 of 7 2/7/2012

For the duration of your international assignment in Brazil, you and your eligible dependents will be enrolled in the local Brazilian health plan as required by local laws. Details will be provided under separate cover by local HR. Any costs not covered by this plan will be reimbursed to you. This medical plan arrangement will be in place until such time the Company implements a program that covers all international assignees globally.

▪ Work Permit/Visa. Avon’s immigration services provider will ensure all appropriate immigration documents, visas, and work permits are obtained to facilitate your stay in Brazil. Please contact Belinda Coakes for further details.

▪ Medical Treatment/Emergency Evacuation. You are covered under the Company’s emergency evacuation policy (“SOS”), should such a situation arise. You will be provided with a membership card, and additional details are available at www.internationalsos.com.

▪ Host Country Transportation. You will be provided with two (2) company leased cars and drivers while on assignment in Brazil in accordance with local policy. You will cease to participate in your home country car/transportation program for the duration of your international assignment.

▪ Hardship Allowance. Because Brazil qualifies as a hardship location due to such factors as political/social and physical conditions you will receive a hardship allowance equivalent to 10% of base salary, calculated on a maximum base salary of US$150,000 per year. This payment will not be subject to hypothetical tax and will be paid through your balance sheet. The hardship percentage is subject to change, including being eliminated, to coincide with the change in conditions in Sao Paulo, Brazil.

▪ Rest and Relaxation (R&R) Leave. Since Brazil has been designated as a hardship area, you will be eligible for a rest and relaxation leave each year for five (5) working days. These days should be used at the nearest non-hardship location (Miami or alternatively your home location in Colombia provided that the cost is equivalent to a trip to Miami) and are in addition to vacation/home leave. Reimbursement includes lodging and airfare only. Should the Brazil location lose its designation as a hardship location, the R&R leave will cease.

▪ Spousal Allowance. Since your spouse will relocate with you for this assignment, a one-time allowance of US$5,000 will be provided. This allowance is intended to enable your spouse to pursue professional interests and can be used for round-trip airfares to Colombiafor business purposes or for other purposes. This allowance will normally be paid when this letter is signed and returned to the appropriate parties. You will not be responsible for any taxes on this allowance, i.e., it is not subject to a hypothetical income tax deduction.

▪ Miscellaneous Relocation Allowance. You will receive a relocation allowance equivalent to one month’s base salary when you relocate upon your acceptance of this assignment. Upon your return to Colombia or your reassignment to another location you will receive another one month’s base salary as a relocation allowance. This allowance is intended to cover expenses such as, but not limited to, tips paid to the moving crew, purchase of transformers, additional luggage, minor appliances, etc. The relocation allowance is not subject to hypothetical income tax.

▪ Education Assistance. Education expenses, such as reasonable tuition, transportation, textbook expenses and academic fees for your children, through the high school level (grade 12 or equivalent international grade), will be paid by Avon-Brazil.

▪ Home Leave/Vacation. You will be entitled to vacation according to the policy in Colombia. At the start of your assignment, you will need to select one of the below options for home leave reimbursement:

Initial _/s/DL_

David Legher Page 5 of 7 2/7/2012

1. You will be authorized one round-trip per year to a destination of your choice for you and your eligible dependents. Such airfare, however, is not to exceed the equivalent cost of returning to Colombia, via the most direct route available.

2. A home leave budget equivalent to one round-trip airfare per year for you and your eligible dependents will be communicated to you when you relocate for this assignment. The budget will remain for the duration of this assignment. This allowance may not be carried over into the next year(s) and will be forfeited if it is not used in the designated year. There is no cash payment in lieu of reimbursement. Please submit the airfare expenses with the appropriate documentation to WRRI.

You will need to advise [Name] of your decision when you relocate.

▪ Loss on Sale of Automobile. Should you elect to dispose of your personal automobile or your spouse’s personal automobile in Mexico you will be reimbursed for the loss on the disposal capped at 20% of the retail value of the automobile.

▪ Club Membership. As a social outlet, you and your eligible dependents will be reimbursed for membership in a local club. Please see “Certain Reimbursements and Payments” below for additional requirements. Please contact [Name]before making any arrangements.

▪ Destination Assistance/Cross Cultural Orientation. On-site relocation and settling-in assistance in Braziland cross-cultural orientation concerning living in Brazil will also be provided to you through the services of consultants as appointed by Avon. Please contact [Name] for further instructions.

▪ Language Lessons. The Company will provide you and your eligible dependents with language lessons up to 120 hours. Please contact [Name] for further instructions. Any expenses paid under this section will normally be paid directly by Avon. To the extent this benefit is provided to you by Avon via reimbursement, please see “Certain Reimbursements and Payments” below for additional requirements.

▪ Pet Shipment Allowance. If you have a pet and plan to relocate that pet to Brazil, you will be provided with a one-time allowance of US$1,000 at the start of your assignment only. This allowance is intended for you to cover any expenses related to shipping your pet(s) to and from Brazil. This allowance will be paid when this letter is signed and returned to the appropriate parties. The pet shipment allowance is not subject to hypothetical income tax.

▪ Expense Reimbursements. Your airfare and expenses in traveling to Brazil for your pre-assignment visit and for the commencement of your assignment will be reimbursed to you. In addition, upon arriving in Brazil, your temporary living costs will be reimbursed to you. All assignment related expenses should be submitted for reimbursement to WRRI. Once you move into permanent housing, please notify [Name] so that any applicable G&S differential can be implemented.

▪ Provision of Major Appliances. You will be reimbursed for major appliances you are required to purchase, if major appliances are not provided with your new residence. Upon completion of your assignment, any items purchased for your use will become the property of Avon. Upon completion of your assignment, you will be given the opportunity to purchase them at a fair market price should you desire to do so. Please refer to the International Assignment Handbook or contact [Name] about the definition of major appliances.

▪ Personal Property & Liability Insurance. Avon has arranged Personal Property Insurance and Personal Liability Insurance for its expatriate associates on foreign assignment. Personal belongings that are usual to a household or dwelling are covered while at the foreign residence. These belongings must be at an Avon sponsored foreign country dwelling, which the associate uses as their primary residence.

Initial _/s/DL_

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You will be required to complete an inventory list and submit it to UNIRISC, Avon's insurance administrator, and to Global Risk Management in New York for this coverage to apply. You are also covered for personal liability insurance. You will be provided with a coverage plan description and instructions within several weeks of your move. Please contact [Name] of the Global Risk Management department at [Telephone Number] if you have any questions.

DATA PRIVACY

During the assignment, your personal information will be collected and stored electronically in order to process salary payments, track your assignment details and generate other reports. By signing this letter, you expressly consent to the transfer of any information by Avon to related companies.

EMPLOYMENT CONSIDERATIONS

It is understood that in accepting this assignment, the terms and conditions are to be kept strictly confidential and to be the basis of your employment in Brazil. It is also understood that you will continue to adhere to the spirit of Avon policies, and that Human Resources policies governing compensation and benefits as they relate to your particular case will be determined by reference to Avon-Colombia’s practices rather than Brazil’s practices. It is also understood that all of the items covered in this letter are subject to your continued satisfactory performance.

PERFORMANCE AND REPATRIATION

Should you terminate while abroad, either at your own or Avon's election, Avon will pay repatriation expenses for you and your household goods in accordance with policy guidelines. Expenses to your point of origin (Colombia) would be paid, provided you return to that point within 30 days of termination. Of course, repatriation expenses would not be paid if you were to stay in Brazil or if you were to be employed by another company.

Upon successful completion of your assignment as SVP, General Manger, Brazil, it is our current intent to offer you a position comparable to that position or to repatriate you to Colombia. Of course, any such offer would be dependent on market conditions, Avon’s business structure and other circumstances that cannot be known at this time.

If you are involuntarily terminated prior to December 31, 2013, you will receive the equivalent of twelve (12) months’ base salary as severance (which is inclusive of any mandatory termination benefits in Colombia and/or Brazil).

David, I believe we have covered the pertinent points of your transfer. After you have reviewed this agreement, please sign the enclosed two copies of this letter and send one to [Name] in New York. The other copy may be retained for your files. I wish you the best in your new assignment.

Sincerely,

/s/ Fernando Acosta
Fernando Acosta	Date
SVP & President, LATAM
/s/ Amy White Byrne	2/7/2012
Amy White Byrne	Date
Vice President, HR, LATAM

Initial _/s/DL_

David Legher Page 7 of 7 2/7/2012

	/s/ Gina Fitzsimons	3/19/2012
	Gina Fitzsimons	Date
	Executive Director, Global Compensation & Benefits
	Reviewed and agreed
	/s/ David Legher	2/13/2012
	David Legher	Date
cc:	L. Alziari
	J. D'Angelo
	B. Coakes
	A. Caceres
	L. Williams (E&Y)
	D. Nicolas (WRRI)

NOTE: All costs of this assignment will be charged to cost center [COST CENTER IDENTIFIER]

PERSONAL AND CONFIDENTIAL

July 1, 2014

David Legher

SVP and General Manager, Brazil

Avon-Brazil

Dear David,

I am very pleased that you have agreed to extend your assignment in Sao Paulo, Brazil, as SVP and General Manager, Brazil, for one (1) additional year from June 1, 2014 to May 31, 2015. The terms and conditions of your original Letter of Understanding dated February 7, 2012 will remain in effect for this extension period. The assignment may end earlier than May 31, 2015 subject to the discretion of LATAM Management.

Your assignment will continue to be governed under the Avon Long Term International Assignment Policy (issued April 1, 2008) until the end of this one (1) year extension. If your assignment is extended after May 31, 2015, then the terms and conditions in the revised Avon Long Term Corporate International Assignment Policy (issued January 1, 2013) will apply. Similarly, if you are re-assigned to a new location, the Policy issued January 1, 2013 will apply to any new assignment at the time of reassignment.

In addition, the revised Avon Global Tax Equalization Policy (effective January 1, 2013) will apply to your assignment. The revised Tax Equalization Policy formalizes the repayment of tax settlement amounts due Avon from your annual tax equalization calculation as follows: within 30 days of receipt of the calculation from Avon’s designated global tax services firm or within 30 days of receipt of tax refunds, as applicable.

If you are in agreement with this extension, please sign both copies of this letter. One copy should be returned to Belinda Coakes in the New York office; the other copy is for your files.

Sincerely,

/s/ Fernando Acosta	/s/ Amy White Byrne
Fernando Acosta	Amy White Byrne
SVP & President, LATAM	Vice President, HR, LATAM
/s/ Susan Ormiston
Susan Ormiston
SVP HR & CHRO
cc: B. Coakes, P. Conejos, L. Williams (E&Y), H. Lohmann (Weichert)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Sherilyn S. McCoy, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: April 30, 2015

/s/ Sherilyn S. McCoy

Sherilyn S. McCoy

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James S. Scully, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: April 30, 2015

/s/ James S. Scully

James S. Scully

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 Quarterly Report of Avon Products, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015, 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.

/s/ Sherilyn S. McCoy

Sherilyn S. McCoy

Chief Executive Officer

April 30, 2015

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 Quarterly Report of Avon Products, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James S. Scully, Chief Financial Officer, 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.

/s/ James S. Scully

James S. Scully

Executive Vice President and Chief Financial Officer

April 30, 2015

XML

Accumulated Other Comprehensive Income Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Foreign Exchange Gains (Losses) From Translation Of Actuarial Losses Prior Service Credit And Transition Obligation	$ (18.7)	$ (5.3)

XML

Derivative Instruments and Hedging Activities (Fair Value of Derivative Instruments Outstanding) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Derivatives not designated as hedges, asset	$ 0.3	$ 0.6
Derivatives not designated as hedges, liability	7.0	5.0
Total derivatives, asset	0.3	0.6
Total derivatives, liability	7.0	5.0
Foreign Exchange Forward Contracts [Member] | Prepaid expenses and other [Member]
Derivatives not designated as hedges, asset	0.3	0.6
Foreign Exchange Forward Contracts [Member] | Accounts payable [Member]
Derivatives not designated as hedges, liability	$ 7.0	$ 5.0

XML

Goodwill and Intangible Assets (Schedule of Goodwill) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Gross balance at Period Start	$ 331.7
Accumulated impairments	(82.4)
Net balance at Period Start	249.3
Foreign exchange	(13.7)
Gross balance at Period End	318.0
Accumulated impairments	(82.4)
Net balance at Period End	235.6
Latin America [Member]
Gross balance at Period Start	90.7
Accumulated impairments	0
Net balance at Period Start	90.7
Foreign exchange	(5.9)
Gross balance at Period End	84.8
Accumulated impairments	0
Net balance at Period End	84.8
Europe Middle East & Africa [Member]
Gross balance at Period Start	156.0
Accumulated impairments	0
Net balance at Period Start	156.0
Foreign exchange	(7.8)
Gross balance at Period End	148.2
Accumulated impairments	0
Net balance at Period End	148.2
Asia Pacific [Member]
Gross balance at Period Start	85.0
Accumulated impairments	(82.4)
Net balance at Period Start	2.6
Foreign exchange	0
Gross balance at Period End	85.0
Accumulated impairments	(82.4)
Net balance at Period End	$ 2.6

XML

Debt (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Jun. 30, 2009	Mar. 31, 2008	Jun. 30, 2003	Mar. 31, 2013
Debt Instrument [Line Items]
Amount remaining for the other items to be added back to net income under covenant	$ 6,000,000
Revolving credit facility draw down amount without violating covenant	500,000,000
Credit ratings	Our long-term credit ratings are Ba1 (Stable Outlook) with Moody's, BB (Stable Outlook) with S&P, and BB (Negative Outlook) with Fitch, which are below investment grade.
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility	1,000,000,000
Line of Credit Facility, Fair Value of Amount Outstanding	0
Limits of subsidiary debt plus existing at February 28, 2013	500,000,000
Minimum Compliance Of Interest Coverage Ratio Numerator	4
Minimum Compliance Interest Coverage Ratio Denominator	1
Maximum leverage ratio numerator March 2015	3.5
Maximum leverage ratio denominator March 2015	1
Interest coverage ratio add back maximum of restructuring or legal or regulatory action	400,000,000
Six Point Five Percent Notes Due March Two Thousand Nineteen [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		350,000,000
Debt Instrument, Interest Rate, Stated Percentage		6.50%
Five Point Seven Five Percent Notes, Due March Two Thousand Eighteen [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount			250,000,000
Debt Instrument, Interest Rate, Stated Percentage			5.75%
Four Point Two Percent Notes, Due July Two Thousand Eighteen [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount				250,000,000
Debt Instrument, Interest Rate, Stated Percentage				4.20%
Two Point Three Seven Five Percent Notes, Due March Two Thousand Sixteen [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					250,000,000
Debt Instrument, Interest Rate, Stated Percentage					2.375%
Four Point Six Zero Percent Notes, Due March Two Thousand Twenty [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					500,000,000
Debt Instrument, Interest Rate, Stated Percentage					4.60%
Five Point Zero Percent Notes, Due March Two Thousand Twenty-Three [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					500,000,000
Debt Instrument, Interest Rate, Stated Percentage					5.00%
Six Point Nine Five Percent Notes, Due March Two Thousand Forty-Three [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					$ 250,000,000
Debt Instrument, Interest Rate, Stated Percentage					6.95%

XML

Restructuring Initiatives Schedule of Restructuring Costs related to the $400M Savings Initiative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			30 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2015
Restructuring Cost and Reserve [Line Items]
Charges recorded to date
$400M Cost Savings Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	1.6	82.0	51.0	48.5	183.1
Estimated charges to be incurred on approved initiatives					9.6
Total expected charges on approved initiatives					192.7
$400M Cost Savings Initiative [Member] | Employee-Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date					168.6
Estimated charges to be incurred on approved initiatives					0.5
Total expected charges on approved initiatives					169.1
$400M Cost Savings Initiative [Member] | Inventory/ Asset Write-offs [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date					0.7
Estimated charges to be incurred on approved initiatives					3.4
Total expected charges on approved initiatives					4.1
$400M Cost Savings Initiative [Member] | Currency Translation Adjustment Write Offs [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date					0.2
Estimated charges to be incurred on approved initiatives					0
Total expected charges on approved initiatives					0.2
$400M Cost Savings Initiative [Member] | Contract Terminations / Other [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date					13.6
Estimated charges to be incurred on approved initiatives					5.7
Total expected charges on approved initiatives					$ 19.3

XML

Earnings per Share and Share Repurchases (Components of Basic and Diluted Earnings per Share) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Numerator attributable to Avon:
Net loss attributable to Avon	$ (147.3)	$ (168.3)
Less: Loss allocated to participating securities	2.0	2.0
Loss allocated to common shareholders	$ (145.3)	$ (166.3)
Denominator:
Basic EPS weighted-average shares outstanding	434.9	434.1
Diluted effect of assumed conversion of stock options	0	0
Diluted EPS adjusted weighted-average shares outstanding	434.9	434.1
Loss per Common Share
Basic	$ (0.33)	$ (0.38)
Diluted	$ (0.33)	$ (0.38)

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2015

Segment Reporting, Measurement Disclosures [Abstract]

Total Revenue and Operating Profit by Reporting Segment

Summarized financial information concerning our reportable segments was as follows:

	Three Months Ended March 31,
	2015					2014
	Revenue		Operating (Loss) Profit			Revenue		Operating (Loss) Profit
Latin America	$	836.8	$	(43.3	)	$	1,066.7	$	(43.4	)
Europe, Middle East & Africa	550.7		38.6			654.8		67.4
North America	242.1		(13.2		)	295.7		(8.5		)
Asia Pacific	164.6		7.9			166.4		7.7
Total from operations	$	1,794.2	$	(10.0	)	$	2,183.6	$	23.2
Global and other	—		(27.6		)	—		(74.1		)
Total	$	1,794.2	$	(37.6	)	$	2,183.6	$	(50.9	)

XML

Fair Value (Fair Value Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Available-for-sale securities	$ 2.7	$ 2.7
Total Assets	3.0	3.3
Total Liabilities	7.0	5.0
Foreign Exchange Forward Contracts [Member]
Foreign exchange forward contracts	0.3	0.6
Foreign exchange forward contracts	7.0	5.0
Level 1 [Member]
Available-for-sale securities	2.7	2.7
Total Assets	2.7	2.7
Total Liabilities	0	0
Level 1 [Member] | Foreign Exchange Forward Contracts [Member]
Foreign exchange forward contracts	0	0
Foreign exchange forward contracts	0	0
Level 2 [Member]
Available-for-sale securities	0	0
Total Assets	0.3	0.6
Total Liabilities	7.0	5.0
Level 2 [Member] | Foreign Exchange Forward Contracts [Member]
Foreign exchange forward contracts	0.3	0.6
Foreign exchange forward contracts	$ 7.0	$ 5.0

XML

Supplemental Balance Sheet Information (Components of Other Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Other Assets, Noncurrent [Abstract]
Deferred tax assets	$ 651.9	$ 685.8
Long-term receivables	128.1	149.5
Capitalized software	94.1	101.3
Investments	35.8	36.4
Other intangible assets, net (Note 10)	27.4	29.0
Tooling	19.4	21.7
Other	29.5	28.3
Other assets	$ 986.2	$ 1,052.0

XML

Contingencies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Mar. 31, 2015
Assessment for 2002 [Member]
Assessment of contingencies, including penalties and accruing interest, reduced		$ 27
Assessment of contingencies, prior to reductions		64
IPI [Member] | Assessment for 2012 [Member]
Assessment of contingencies, including penalties and accruing interest		289
DOJ [Member] | FCPA [Member]
Litigation Settlement, Amount	68
SEC [Member] | FCPA [Member]
Litigation Settlement, Amount	$ 67

XML

Fair Value (Fair Value of Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015		Dec. 31, 2014
Available-for-sale securities	$ 2.7		$ 2.7
Carrying Amount [Member]
Available-for-sale securities	2.7		2.7
Debt maturing within one year	(378.8)	[1]	(137.1)	[1]
Long-term debt	(2,208.2)	[1]	(2,463.9)	[1]
Foreign exchange forward contracts	(6.7)		(4.4)
Fair Value [Member]
Available-for-sale securities	2.7		2.7
Debt maturing within one year	(378.6)	[1]	(137.1)	[1]
Long-term debt	(1,984.8)	[1]	(2,242.5)	[1]
Foreign exchange forward contracts	$ (6.7)		$ (4.4)

[1] The carrying value of debt maturing within one year and long-term debt includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap agreements, as applicable.

XML

Restructuring Initiatives Restructuring Initiatives (Charges Reportable by Business Segment for $400M Cost Savings Initiative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended			30 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2015
Restructuring Cost and Reserve [Line Items]
Charges recorded to date
$400M Cost Savings Initiative [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	1.6	82.0	51.0	48.5	183.1
Estimated charges to be incurred on approved initiatives					9.6
Total expected charges on approved initiatives					192.7
$400M Cost Savings Initiative [Member] | Latin America [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	(0.4)	24.5	11.1	12.9	48.1
Estimated charges to be incurred on approved initiatives					0.4
Total expected charges on approved initiatives					48.5
$400M Cost Savings Initiative [Member] | Europe Middle East & Africa [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	0.1	19.9	15.6	1.1	36.7
Estimated charges to be incurred on approved initiatives					0
Total expected charges on approved initiatives					36.7
$400M Cost Savings Initiative [Member] | North America [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	1.6	14.0	5.3	18.0	38.9
Estimated charges to be incurred on approved initiatives					8.5
Total expected charges on approved initiatives					47.4
$400M Cost Savings Initiative [Member] | Asia Pacific [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	0.6	6.5	1.3	12.9	21.3
Estimated charges to be incurred on approved initiatives					0.7
Total expected charges on approved initiatives					22.0
$400M Cost Savings Initiative [Member] | Corporate [Member]
Restructuring Cost and Reserve [Line Items]
Charges recorded to date	(0.3)	17.1	17.7	3.6	38.1
Estimated charges to be incurred on approved initiatives					0
Total expected charges on approved initiatives					$ 38.1

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Inventories

3 Months Ended

Mar. 31, 2015

Inventory, Net [Abstract]

Inventories

INVENTORIES

Components of Inventories	March 31, 2015		December 31, 2014
Raw materials	$	229.7	$	248.8
Finished goods	594.8		573.4
Total	$	824.5	$	822.2

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Restructuring Initiatives (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended			30 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2015
Charges recorded to date
Other Restructuring Initiatives 2015 [Member]
Restructuring charges and other costs recorded in period	28.5
Other Restructuring Initiatives 2015 [Member] | Employee-Related Costs [Member]
Restructuring charges and other costs recorded in period	26.6
Other Restructuring Initiatives 2015 [Member] | Professional Service Fees [Member]
Restructuring charges and other costs recorded in period	1.9
Other Restructuring Initiatives [Member]
Restructuring charges and other costs recorded in period	(0.2)	0.6
Minimum [Member] | Other Restructuring Initiatives 2015 [Member]
Expected annualized savings before taxes	35
Maximum [Member] | Other Restructuring Initiatives 2015 [Member]
Expected annualized savings before taxes	40
$400M Cost Savings Initiative [Member]
Charges recorded to date	1.6		82.0	51.0	48.5	183.1
Restructuring charges and other costs recorded in period	4.8	22.1				235.2
$400M Cost Savings Initiative [Member] | Employee-Related Costs [Member]
Charges recorded to date						168.6
Restructuring charges and other costs recorded in period	1.0	14.9
$400M Cost Savings Initiative [Member] | Contract Terminations / Other [Member]
Charges recorded to date						13.6
Restructuring charges and other costs recorded in period	0.6	1.3
$400M Cost Savings Initiative [Member] | Accelerated Depreciation [Member]
Restructuring charges and other costs recorded in period	0.7	1.4
$400M Cost Savings Initiative [Member] | Professional Service Fees [Member]
Restructuring charges and other costs recorded in period	2.5	4.5
$400M Cost Savings Initiative [Member] | Currency Translation Adjustment Write Offs [Member]
Charges recorded to date						0.2
$400M Cost Savings Initiative [Member] | Minimum [Member]
Expected total restructuring charges and other costs	250					250
Estimated charges to be incurred on approved initiatives	15					15
Expected annualized savings before taxes						275
$400M Cost Savings Initiative [Member] | Maximum [Member]
Expected annualized savings before taxes						285
Latin America [Member] | Other Restructuring Initiatives 2015 [Member]
Charges recorded to date	3.3
Latin America [Member] | $400M Cost Savings Initiative [Member]
Charges recorded to date	(0.4)		24.5	11.1	12.9	48.1
Europe Middle East & Africa [Member] | Other Restructuring Initiatives 2015 [Member]
Charges recorded to date	5.3
Europe Middle East & Africa [Member] | $400M Cost Savings Initiative [Member]
Charges recorded to date	0.1		19.9	15.6	1.1	36.7
North America [Member] | Other Restructuring Initiatives 2015 [Member]
Charges recorded to date	1.6
North America [Member] | $400M Cost Savings Initiative [Member]
Charges recorded to date	1.6		14.0	5.3	18.0	38.9
Asia Pacific [Member] | Other Restructuring Initiatives 2015 [Member]
Charges recorded to date	7.0
Asia Pacific [Member] | $400M Cost Savings Initiative [Member]
Charges recorded to date	0.6		6.5	1.3	12.9	21.3
Corporate [Member] | Other Restructuring Initiatives 2015 [Member]
Charges recorded to date	9.4
Corporate [Member] | $400M Cost Savings Initiative [Member]
Charges recorded to date	$ (0.3)		$ 17.1	$ 17.7	$ 3.6	$ 38.1

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Fair Value (Tables)

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [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 March 31, 2015:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.3		.3
Total	$	2.7	$	.3	$	3.0
Liabilities:
Foreign exchange forward contracts	$	—	$	7.0	$	7.0
Total	$	—	$	7.0	$	7.0

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, 2014:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.6		.6
Total	$	2.7	.6		$	3.3
Liabilities:
Foreign exchange forward contracts	$	—	$	5.0	$	5.0
Total	$	—	$	5.0	$	5.0

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, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt and foreign exchange forwards contracts. 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 March 31, 2015 and December 31, 2014, respectively, consisted of the following:

	March 31, 2015						December 31, 2014
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Available-for-sale securities	$	2.7		$	2.7		$	2.7		$	2.7
Debt maturing within one year(1)	(378.8		)	(378.6		)	(137.1		)	(137.1		)
Long-term debt(1)	(2,208.2		)	(1,984.8		)	(2,463.9		)	(2,242.5		)
Foreign exchange forward contracts	(6.7		)	(6.7		)	(4.4		)	(4.4		)

(1) The carrying value of debt maturing within one year and long-term debt includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap agreements, as applicable.

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

Available-for-sale securities - 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 our 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.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill

	Latin America			Europe, Middle East & Africa			Asia Pacific			Total
Gross balance at December 31, 2014	$	90.7		$	156.0		$	85.0		$	331.7
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at December 31, 2014	$	90.7		$	156.0		$	2.6		$	249.3
Changes during the period ended March 31, 2015:
Foreign exchange	$	(5.9	)	$	(7.8	)	$	—		$	(13.7	)
Gross balance at March 31, 2015	$	84.8		$	148.2		$	85.0		$	318.0
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at March 31, 2015	$	84.8		$	148.2		$	2.6		$	235.6

Schedule of Intangible Assets

Other intangible assets

	March 31, 2015					December 31, 2014
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	31.0	$	(29.3	)	$	33.0	$	(31.1	)
Licensing agreements	40.8		(37.7		)	43.4		(39.9		)
Noncompete agreements	6.9		(6.9		)	7.2		(7.2		)
Indefinite-Lived Trademarks	22.6		—			23.6		—
Total	$	101.3	$	(73.9	)	$	107.2	$	(78.2	)

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Restructuring Initiatives Restructuring Initiatives (Liability Balances for Other 2015 Restructuring Initiatives) (Details) (Other Restructuring Initiatives 2015 [Member], Employee-Related Costs [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Other Restructuring Initiatives 2015 [Member] | Employee-Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
2015 Charges	$ 26.6
Cash payments	(3.1)
Foreign exchange	(0.2)
Balance Period End	$ 23.3

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2015

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Fair Value of Derivative Instruments Outstanding

Derivatives are recognized on the Consolidated Balance Sheets at their fair values. The following table presents the fair value of derivative instruments outstanding at March 31, 2015:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.3	Accounts payable	$	7.0
Total derivatives not designated as hedges		$	.3		$	7.0
Total derivatives		$	.3		$	7.0

The following table presents the fair value of derivative instruments outstanding at December 31, 2014:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.6	Accounts payable	$	5.0
Total derivatives not designated as hedges		$	.6		$	5.0
Total derivatives		$	.6		$	5.0

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Accounting Policies Schedule of Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Feb. 12, 2015	Dec. 31, 2014
Venezuela foreign currency devaluation		88.00%	70.00%
Exchange rate net charges, total	$ (3)	$ 42
Exchange rate net charges on other expense, net	(4)	54
Exchange rate net charges on income taxes	1	(12)
Venezuelan non-monetary assets remeasurement in operating profit	5
Charge for Venezuelan non-monetary assets to their net realizable value	11	116
Impairment of Venezuela long-lived assets	90
Property, plant and equipment at carrying value	1,057.8			1,231.0
Repayments of debt [Member]
Prior Period Reclassification Adjustment		6.4
Income tax receivables [Member]
Prior Period Reclassification Adjustment		(18.1)
Proceeds from debt [Member]
Prior Period Reclassification Adjustment		6.0
Debt, net [Member]
Prior Period Reclassification Adjustment		0.4
VENEZUELA
Property, plant and equipment at carrying value	$ 16.0

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Earnings per Share and Share Repurchases

3 Months Ended

Mar. 31, 2015

Earnings Per Share Reconciliation [Abstract]

Earnings per Share and Share Repurchases

EARNINGS PER SHARE AND SHARE REPURCHASES

We compute earnings (loss) per share ("EPS") using the two-class method, which is an earnings (loss) allocation formula that determines earnings (loss) 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 (loss) allocated to common shareholders by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated to give effect to all potentially dilutive common shares that were outstanding during the period.

	Three Months Ended
	March 31
(Shares in millions)	2015			2014
Numerator:
Net loss attributable to Avon	$	(147.3	)	$	(168.3	)
Less: Loss allocated to participating securities	2.0			2.0
Loss allocated to common shareholders	(145.3		)	(166.3		)
Denominator:
Basic EPS weighted-average shares outstanding	434.9			434.1
Diluted effect of assumed conversion of stock options	—			—
Diluted EPS adjusted weighted-average shares outstanding	434.9			434.1
Loss per Common Share:
Basic	$	(.33	)	$	(.38	)
Diluted	(.33		)	(.38		)

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

During the three months ended March 31, 2015 and 2014, we did not include stock options to purchase 15.5 million shares and 20.3 million shares, respectively, of Avon common stock in the calculation of diluted EPS as we had net losses attributable to Avon. The inclusion of these shares would decrease the net loss per share, and therefore, their inclusion would be anti-dilutive.

We purchased approximately .2 million shares of Avon common stock for $1.9 during the first three months of 2015, as compared to approximately .5 million shares of Avon common stock for $6.9 during the first three months of 2014, primarily through acquisition of stock from employees in connection with tax payments upon vesting of restricted stock units, and in 2014, also through private transactions with a broker in connection with stock based obligations under our Deferred Compensation Plan.

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Earnings per Share and Share Repurchases (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options excluded from computation of earnings per share due to net loss, including options with higher exercise prices than average market price	15.5	20.3
Stock repurchased during the period, shares	0.2	0.5
Stock repurchased during the period, value	$ 1.9	$ 6.9

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Segment Information (Total Revenue and Operating Profit by Reporting Segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Revenue	$ 1,794.2	$ 2,183.6
Operating (Loss) Profit	(37.6)	(50.9)
Latin America [Member]
Revenue	836.8	1,066.7
Operating (Loss) Profit	(43.3)	(43.4)
Europe Middle East & Africa [Member]
Revenue	550.7	654.8
Operating (Loss) Profit	38.6	67.4
North America [Member]
Revenue	242.1	295.7
Operating (Loss) Profit	(13.2)	(8.5)
Asia Pacific [Member]
Revenue	164.6	166.4
Operating (Loss) Profit	7.9	7.7
Total from operations [Member]
Revenue	1,794.2	2,183.6
Operating (Loss) Profit	(10.0)	23.2
Global and other [Member]
Revenue	0	0
Operating (Loss) Profit	$ (27.6)	$ (74.1)

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Derivative Instruments and Hedging Activities (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Jan. 31, 2013	Mar. 31, 2012
Total exposure to floating rate interest rates	5.00%		5.00%
Foreign Exchange Contract [Member]
Notional amounts of foreign currency exchange contracts	$ 134.4
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments	(6.2)	0.1
Intercompany Loans [Member]
Gain (loss) due to the effect of foreign currency exchange rates on intercompany loans	6.7	0.1
January 2013 Interest-Rate Swap Termination [Member]
Notional Amount Related to Discontinuation of Interest Rate Fair Value Hedge				1,000
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge	46.3			90.4
Amortization of Interest Rate Swap Gains	3.7	3.5
March 2012 Interest-Rate Swap Termination [Member]
Notional Amount Related to Discontinuation of Interest Rate Fair Value Hedge					350
Deferred Gain (Loss) on Discontinuation of Interest Rate Fair Value Hedge	27.8				46.1
Amortization of Interest Rate Swap Gains	$ 1.6	$ 1.6

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Consolidated Statements of Income (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Income Statement [Abstract]
Net sales	$ 1,762.5	$ 2,141.7
Other revenue	31.7	41.9
Total revenue	1,794.2	2,183.6
Costs, expenses and other:
Cost of sales	707.3	955.4
Selling, general and administrative expenses	1,124.5	1,279.1
Operating loss	(37.6)	(50.9)
Interest expense	28.6	27.5
Interest income	(3.0)	(3.8)
Other expense, net	19.4	66.4
Total other expenses	45.0	90.1
Loss before taxes	(82.6)	(141.0)
Income taxes	(63.8)	(26.2)
Net loss	(146.4)	(167.2)
Net income attributable to noncontrolling interest	(0.9)	(1.1)
Net loss attributable to Avon	$ (147.3)	$ (168.3)
Loss per share:
Basic	$ (0.33)	$ (0.38)
Diluted	$ (0.33)	$ (0.38)
Cash dividends per common share	$ 0.06	$ 0.06

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Restructuring Initiatives Restructuring Initiatives (Liability Balances for $400M Cost Savings Initiative) (Details) ($400M Cost Savings Initiative [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Balance Period Start	$ 50.6
2015 Charges	3.2
Adjustments	(1.6)
Cash payments	(13.0)
Foreign exchange	(1.2)
Balance Period End	38.0
Employee-Related Costs [Member]
Balance Period Start	50.1
2015 Charges	2.6
Adjustments	(1.6)
Cash payments	(12.6)
Foreign exchange	(1.2)
Balance Period End	37.3
Contract Terminations / Other [Member]
Balance Period Start	0.5
2015 Charges	0.6
Adjustments	0
Cash payments	(0.4)
Foreign exchange	0
Balance Period End	$ 0.7

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities
Net loss	$ (146.4)	$ (167.2)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation	31.8	35.4
Amortization	9.5	11.6
Provision for doubtful accounts	38.7	50.8
Provision for obsolescence	15.7	26.4
Share-based compensation	(0.1)	11.5
Foreign exchange losses	6.4	8.3
Deferred income taxes	28.4	(10.4)
Charge for Venezuelan monetary assets and liabilities	(4.2)	53.7
Charge for Venezuelan non-monetary assets	101.7	115.7
Other	9.0	7.8
Changes in assets and liabilities:
Accounts receivable	(27.6)	(41.7)
Inventories	(73.1)	(97.8)
Prepaid expenses and other	(6.7)	(23.2)
Accounts payable and accrued liabilities	(149.1)	(29.1)
Income and other taxes	(14.1)	(21.5)
Noncurrent assets and liabilities	(18.0)	(42.9)
Net cash used by operating activities	(198.1)	(112.6)
Cash Flows from Investing Activities
Capital expenditures	(22.4)	(29.6)
Disposal of assets	2.4	2.6
Purchases of investments	(4.6)	(5.8)
Proceeds from sale of investments	0.6	6.2
Net cash used by investing activities	(24.0)	(26.6)
Cash Flows from Financing Activities
Cash dividends	(26.2)	(28.7)
Debt, net (maturities of three months or less)	(6.3)	1.8
Repayment of debt	(2.9)	(10.6)
Net proceeds from exercise of stock options	0	0.2
Repurchase of common stock	(1.9)	(6.5)
Net cash used by financing activities	(37.3)	(43.8)
Effect of exchange rate changes on cash and equivalents	(32.2)	(129.8)
Net decrease in cash and equivalents	(291.6)	(312.8)
Cash and cash equivalents at beginning of year	960.5	1,107.9
Cash and cash equivalents at end of period	$ 668.9	$ 795.1

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Employee Benefit Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
U.S. Pension and Postretirement Plans [Member]
Employer contribution	$ 6
International Pension and Postretirement Plans [Member]
Employer contribution	6
Minimum [Member] | U.S. Pension and Postretirement Plans [Member]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	45
Minimum [Member] | International Pension and Postretirement Plans [Member]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	20
Maximum [Member] | U.S. Pension and Postretirement Plans [Member]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	50
Maximum [Member] | International Pension and Postretirement Plans [Member]
Defined Benefit Plans, Estimated Future Employer Contributions in Current Fiscal Year	$ 25

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Inventories (Tables)

3 Months Ended

Mar. 31, 2015

Inventory, Net [Abstract]

Components of Inventories

Components of Inventories	March 31, 2015		December 31, 2014
Raw materials	$	229.7	$	248.8
Finished goods	594.8		573.4
Total	$	824.5	$	822.2

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Employee Benefit Plans (Components of Net Periodic Benefit Cost) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Pension Benefits U.S. Plans [Member]
Service cost	$ 3.6	$ 3.4
Interest cost	6.3	6.7
Expected return on plan assets	(8.3)	(8.4)
Amortization of prior service credit	(0.2)	(0.1)
Amortization of net actuarial losses	11.6	10.7
Net periodic benefit costs	13.0	12.3
Pension Benefits Non-U.S. Plans [Member]
Service cost	2.1	4.8
Interest cost	7.1	9.1
Expected return on plan assets	(10.8)	(9.8)
Amortization of prior service credit	0	(0.3)
Amortization of net actuarial losses	2.7	4.6
Net periodic benefit costs	1.1	8.4
Postretirement Benefits [Member]
Service cost	0.3	0.3
Interest cost	1.1	1.3
Expected return on plan assets	0	0
Amortization of prior service credit	(1.0)	(1.1)
Amortization of net actuarial losses	0.5	0.5
Net periodic benefit costs	$ 0.9	$ 1.0

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2015

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss)

The tables below present the changes in accumulated other comprehensive loss ("AOCI") by component and the reclassifications out of AOCI for the three months ended March 31, 2015 and 2014:

Three Months Ended March 31, 2015:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2014	$	(677.0	)	$	(3.2	)	$	(4.3	)	$	(533.1	)	$	(1,217.6	)
Other comprehensive loss other than reclassifications	(126.1		)	—			—			(3.6		)	(129.7		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $0.0(1)	—			.4			—			—			.4
Amortization of net actuarial loss and prior service cost, net of tax of $.3(2)	—			—			—			13.3			13.3
Total reclassifications into earnings	—			.4			—			13.3			13.7
Balance at March 31, 2015	$	(803.1	)	$	(2.8	)	$	(4.3	)	$	(523.4	)	$	(1,333.6	)

Three Months Ended March 31, 2014:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2013	$	(429.3	)	$	(5.1	)	$	(4.3	)	$	(431.7	)	$	(870.4	)
Other comprehensive loss other than reclassifications	(9.0		)	—			—			—			(9.0		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $.2(1)	—			.3			—			—			.3
Amortization of net actuarial loss and prior service cost, net of tax of $4.1(2)	—			—			—			8.0			8.0
Total reclassifications into earnings	—			.3			—			8.0			8.3
Balance at March 31, 2014	$	(438.3	)	$	(4.8	)	$	(4.3	)	$	(423.7	)	$	(871.1	)

(1) Gross amount reclassified to interest expense, and related taxes reclassified to income taxes.

(2) Gross amount reclassified to pension and postretirement expense, within selling, general & administrative expenses, and related taxes reclassified to income taxes.

Foreign exchange net losses of $18.7 and $5.3 for the three months ended March 31, 2015 and 2014, respectively, resulting from the translation of actuarial losses and prior service cost recorded in AOCI are included in changes in foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income.

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Accounting Policies

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Accounting Policies

ACCOUNTING POLICIES

Basis of Presentation

We prepare our unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). We consistently applied the accounting policies described in our 2014 Annual Report on Form 10-K ("2014 Form 10-K") in preparing these unaudited financial statements. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year. You should read these unaudited interim consolidated financial statements in conjunction with our consolidated financial statements contained in our 2014 Form 10-K. When used in this report, the terms "Avon," "Company," "we" or "us" mean Avon Products, Inc.

For interim consolidated financial statement purposes, our tax provision is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. We also provide for accruals under our various employee benefit plans for each quarter based on one quarter of the estimated annual expense.

We revised our Consolidated Statements of Cash Flows to correct the presentation of certain financing activities, specifically a decrease of $6.4 in repayment of debt, a decrease of $6.0 in proceeds from debt, and a decrease of $.4 in debt, net for the three months ended March 31, 2014. This revision did not impact the total cash flows from financing activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Additionally, we revised our Consolidated Statements of Cash Flows to reflect income tax receivables of $18.1 for the three months ended March 31, 2014 in income and other taxes, while they had been previously reported in prepaid expenses and other, as we believe that this is a better presentation of our income tax receivables. This revision did not impact the total cash flows from operating activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Venezuela Currency

We account for Venezuela as a highly inflationary economy. In February 2015, the Venezuelan government announced that a new foreign exchange system was created, referred to as the SIMADI exchange ("SIMADI"). SIMADI began operating on February 12, 2015. There are multiple legal mechanisms in Venezuela to exchange currency. As SIMADI represents the rate which better reflects the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SIMADI exchange rate to remeasure our Venezuelan operations effective February 12, 2015. As a result of the change to the SIMADI rate, which caused the recognition of a devaluation of approximately 70% as compared to the exchange rate we used previously, we recorded an after-tax benefit of approximately $3 (a benefit of approximately $4 in other expense, net, and a loss of approximately $1 in income taxes) in the first quarter of 2015, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. The remeasurement of non-monetary assets at the historical U.S. dollar cost basis causes a disproportionate expense as these assets are consumed in operations, negatively impacting operating profit and net income by approximately $5 during the three months ended March 31, 2015. Also as a result, we determined that an adjustment of approximately $11 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2015.

In addition, at February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses in the Latin America segment was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. The fair value of Avon Venezuela's long-lived assets was determined using both market and cost valuation approaches. The valuation analysis performed required several estimates, including market conditions and inflation rates.

In February 2014, the Venezuelan government announced a foreign exchange system which began operating on March 24, 2014, referred to as the SICAD II exchange ("SICAD II"). As SICAD II represented the rate which better reflected the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SICAD II exchange rate to remeasure our Venezuelan operations effective March 31, 2014. As a result of the change to the SICAD II rate, which caused the recognition of a devaluation of approximately 88% as compared to the official exchange rate we used previously, we recorded an after-tax loss of approximately $42 (approximately $54 in other expense, net, and a benefit of approximately $12 in income taxes) in the first quarter of 2014, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. As a result, we determined that an adjustment of approximately $116 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2014.

Standards to be Implemented

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification Topic 606. The core principle of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective beginning in 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect that adopting this new accounting guidance will have on our consolidated financial statements.

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Consolidated Statements Of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Net loss	$ (146.4)		$ (167.2)
Other comprehensive loss:
Foreign currency translation adjustments	(126.6)		(8.9)
Change in derivative losses on cash flow hedges, net of taxes	0.4	[1]	0.3	[1]
Adjustments of and amortization of net actuarial loss and prior service cost, net of taxes	(9.7)		(8.0)
Total other comprehensive loss, net of taxes	(116.5)		(0.6)
Comprehensive loss	(262.9)		(167.8)
Less: comprehensive income (loss) attributable to noncontrolling interest	0.4		(1.5)
Comprehensive loss attributable to Avon	$ (263.3)		$ (166.3)

[1] Gross amount reclassified to interest expense, and related taxes reclassified to income taxes.

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Fair Value

3 Months Ended

Mar. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value

FAIR VALUE

Assets and Liabilities Recorded at Fair Value

The fair value measurement provisions required by GAAP 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 March 31, 2015:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.3		.3
Total	$	2.7	$	.3	$	3.0
Liabilities:
Foreign exchange forward contracts	$	—	$	7.0	$	7.0
Total	$	—	$	7.0	$	7.0

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, 2014:

	Level 1		Level 2		Total
Assets:
Available-for-sale securities	$	2.7	$	—	$	2.7
Foreign exchange forward contracts	—		.6		.6
Total	$	2.7	.6		$	3.3
Liabilities:
Foreign exchange forward contracts	$	—	$	5.0	$	5.0
Total	$	—	$	5.0	$	5.0

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

Venezuela Long-Lived Assets

At February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses in the Latin America segment was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. The fair value of Avon Venezuela's long-lived assets was determined using both market and cost valuation approaches. The valuation analysis performed required several estimates, including market conditions and inflation rates.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, available-for-sale securities, short-term investments, accounts receivable, loans receivable, debt maturing within one year, accounts payable, long-term debt and foreign exchange forwards contracts. 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 March 31, 2015 and December 31, 2014, respectively, consisted of the following:

	March 31, 2015						December 31, 2014
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Available-for-sale securities	$	2.7		$	2.7		$	2.7		$	2.7
Debt maturing within one year(1)	(378.8		)	(378.6		)	(137.1		)	(137.1		)
Long-term debt(1)	(2,208.2		)	(1,984.8		)	(2,463.9		)	(2,242.5		)
Foreign exchange forward contracts	(6.7		)	(6.7		)	(4.4		)	(4.4		)

(1) The carrying value of debt maturing within one year and long-term debt includes any related discount or premium and unamortized deferred gains on terminated interest-rate swap agreements, as applicable.

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

Available-for-sale securities - 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 our 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.

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Document And Entity Information	3 Months Ended
	Mar. 31, 2015
DEI [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Registrant Name	AVON PRODUCTS INC
Entity Central Index Key	0000008868
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	435,082,760

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2015

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We operate globally, with manufacturing and distribution facilities in various countries 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, including through the use of derivative financial instruments. If we use foreign currency-rate sensitive and interest-rate sensitive instruments to hedge a certain portion of our existing and forecasted transactions, we would 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. As of March 31, 2015, we do not have any interest-rate swap agreements.

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 Consolidated Balance Sheets at their fair values. The following table presents the fair value of derivative instruments outstanding at March 31, 2015:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.3	Accounts payable	$	7.0
Total derivatives not designated as hedges		$	.3		$	7.0
Total derivatives		$	.3		$	7.0

The following table presents the fair value of derivative instruments outstanding at December 31, 2014:

	Asset			Liability
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedges:
Foreign exchange forward contracts	Prepaid expenses and other	$	.6	Accounts payable	$	5.0
Total derivatives not designated as hedges		$	.6		$	5.0
Total derivatives		$	.6		$	5.0

Interest Rate Risk

A portion of our borrowings is subject to interest rate risk. In the past we have used interest-rate swap agreements, which effectively converted the fixed rate on long-term debt to a floating interest rate, to manage our interest rate exposure. The agreements were designated as fair value hedges. 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. As of March 31, 2015, we do not have any interest-rate swap agreements. Approximately 5% of our debt portfolio at both March 31, 2015 and December 31, 2014 was exposed to floating interest rates.

In January 2013, we terminated eight of our interest-rate swap agreements previously 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 (deferred gain) of our debt was $90.4, which is being amortized as a reduction to interest expense over the remaining term of the underlying debt obligations. For the three months ended March 31, 2015, the net impact of the gain amortization was $3.7. For the three months ended March 31, 2014, the net impact of the gain amortization was $3.5. The interest-rate swap agreements were terminated in order to improve our capital structure, including increasing our ratio of fixed-rate debt. At March 31, 2015, the unamortized deferred gain associated with the January 2013 interest-rate swap termination was $46.3, and was included within long-term debt in the Consolidated Balance Sheets.

In March 2012, we terminated two of our interest-rate swap agreements previously 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 (deferred gain) 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. For the three ended March 31, 2015, the net impact of the gain amortization was $1.6. For the three months ended March 31, 2014, the net impact of the gain amortization was $1.6. The interest-rate swap agreements were terminated in order to increase our ratio of fixed-rate debt. At March 31, 2015, the unamortized deferred gain associated with the March 2012 interest-rate swap termination was $27.8, and was included within long-term debt in the Consolidated Balance Sheets.

Foreign Currency Risk

We use foreign exchange forward contracts to manage a portion of our foreign currency exchange rate exposures. At March 31, 2015, we had outstanding foreign exchange forward contracts with notional amounts totaling approximately $134.4 for various currencies.

We use foreign exchange forward contracts to manage foreign currency exposure of certain 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 associated intercompany loans. During the three months ended March 31, 2015, we recorded a loss of $6.2 in other expense, net in the Consolidated Statements of Income related to these undesignated foreign exchange forward contracts. Also during the three months ended March 31, 2015, we recorded a gain of $6.7related to the associated intercompany loans, caused by changes in foreign currency exchange rates.During the three months ended March 31, 2014, we recorded a gain of $.1 in other expense, net in the Consolidated Statements of Income related to these undesignated foreign exchange forward contracts. During the three months ended March 31, 2014, we recorded a gain of $.1 related to the associated intercompany loans, caused by changes in foreign currency exchange rates.

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Consolidated Statements Of Comprehensive Income Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Statement of Comprehensive Income [Abstract]
Change in derivative losses on cash flow hedges, taxes	$ 0	$ 0.2
Adjustment of and amortization of net actuarial loss and prior service cost, taxes	$ 0.3	$ 4.1

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Accumulated Other Comprehensive Income Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2015

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

ACCUMULATED OTHER COMPREHENSIVE INCOME

The tables below present the changes in accumulated other comprehensive loss ("AOCI") by component and the reclassifications out of AOCI for the three months ended March 31, 2015 and 2014:

Three Months Ended March 31, 2015:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2014	$	(677.0	)	$	(3.2	)	$	(4.3	)	$	(533.1	)	$	(1,217.6	)
Other comprehensive loss other than reclassifications	(126.1		)	—			—			(3.6		)	(129.7		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $0.0(1)	—			.4			—			—			.4
Amortization of net actuarial loss and prior service cost, net of tax of $.3(2)	—			—			—			13.3			13.3
Total reclassifications into earnings	—			.4			—			13.3			13.7
Balance at March 31, 2015	$	(803.1	)	$	(2.8	)	$	(4.3	)	$	(523.4	)	$	(1,333.6	)

Three Months Ended March 31, 2014:	Foreign Currency Translation Adjustments			Cash Flow Hedges			Net Investment Hedges			Pension and Postretirement Benefits			Total
Balance at December 31, 2013	$	(429.3	)	$	(5.1	)	$	(4.3	)	$	(431.7	)	$	(870.4	)
Other comprehensive loss other than reclassifications	(9.0		)	—			—			—			(9.0		)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax of $.2(1)	—			.3			—			—			.3
Amortization of net actuarial loss and prior service cost, net of tax of $4.1(2)	—			—			—			8.0			8.0
Total reclassifications into earnings	—			.3			—			8.0			8.3
Balance at March 31, 2014	$	(438.3	)	$	(4.8	)	$	(4.3	)	$	(423.7	)	$	(871.1	)

(1) Gross amount reclassified to interest expense, and related taxes reclassified to income taxes.

(2) Gross amount reclassified to pension and postretirement expense, within selling, general & administrative expenses, and related taxes reclassified to income taxes.

Foreign exchange net losses of $18.7 and $5.3 for the three months ended March 31, 2015 and 2014, respectively, resulting from the translation of actuarial losses and prior service cost recorded in AOCI are included in changes in foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income.

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Contingencies

3 Months Ended

Mar. 31, 2015

Loss Contingency [Abstract]

Contingencies

CONTINGENCIES

Settlements of FCPA Investigations

As previously reported, we 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 was conducted under the oversight of our Audit Committee, began in June 2008. The internal investigation and compliance reviews 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 complete. In connection with the internal investigation and compliance reviews, certain personnel actions, including termination of employment of certain senior members of management, were taken. In connection with the internal investigation and compliance reviews, we have enhanced 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 U.S. Securities and Exchange Commission (the "SEC") and the U.S. Department of Justice (the "DOJ") to advise both agencies of our internal investigation. We cooperated with investigations of these matters by the SEC and the DOJ.

As previously reported, in December 2014, the United States District Court for the Southern District of New York (the "USDC") approved a deferred prosecution agreement (the "DPA") entered into between the Company and the DOJ related to charges of violations of the books and records and internal controls provisions of the FCPA. In addition, Avon Products (China) Co. Ltd., a subsidiary of the Company operating in China, pleaded guilty to conspiring to violate the books and records provision of the FCPA and was sentenced by the USDC to pay a $68 fine. The SEC also filed a complaint against the Company charging violations of the books and records and internal controls provisions of the FCPA and a consent to settlement (the "Consent") which was approved in a judgment entered by the USDC in January 2015, and included $67 in disgorgement and prejudgment interest. The DPA, the above-mentioned guilty plea and the Consent resolved the SEC’s and the DOJ’s investigations of the Company’s compliance with the FCPA and related U.S. laws in China and additional countries. The fine was paid in December 2014 and the payment to the SEC was made in January 2015, both of which had been previously accrued for before December 31, 2014.

Under the DPA, the DOJ will defer criminal prosecution of the Company for a term of three years. If the DOJ determines that the Company has knowingly violated the DPA, the DOJ may commence prosecution or extend the term of the DPA, including the monitoring provisions described below, for up to one year. If the Company remains in compliance with the DPA during its term, the charges against the Company will be dismissed with prejudice.

Under the DPA and the Consent, among other things, the Company agreed to have a compliance monitor (the "monitor"). With the approval of the DOJ and the SEC, the monitor can be replaced 18 months after the monitor’s retention by the Company pursuant to its agreement to undertake self-reporting obligations for the remainder of the monitoring period. The monitoring period expires on the later of three years from the date of the retention of the monitor and the expiration of the DPA. We are in the process of retaining a monitor, whose selection is subject to the approval of the DOJ and the SEC. There can be no assurance as to when a monitor will be approved or whether or when the DOJ and the SEC will approve replacing the monitorship with the Company’s self-reporting.

Under the DPA, the Company also represented that it has implemented and agreed that it will continue to implement a compliance and ethics program designed to prevent and detect violations of the FCPA and other applicable anti-corruption laws throughout its operations.

The monitor will assess and monitor the Company's compliance with the terms of the DPA and Consent by evaluating, among other things, the Company's internal accounting controls, recordkeeping and financial reporting policies and procedures. The monitor may recommend changes to our policies and procedures that we must adopt unless they are unduly burdensome or otherwise inadvisable, in which case we may propose alternatives, which the DOJ and the SEC may or may not accept. In addition, operating under the oversight of the monitor may result in burdens on members of our management and divert their time from the operation of our business. Assuming the monitorship is replaced by a self-reporting period, the Company’s self-reporting obligations may continue to be costly or burdensome.

We currently cannot estimate the costs that we are likely to incur in connection with compliance with the DPA and the Consent, including the retention of the monitor, the costs, if applicable, of self-reporting, and the costs of implementing the changes, if any, to our policies and procedures required by the monitor. However, the costs and burdens of the monitoring process could be significant.

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)). On November 22, 2013, a derivative action was filed in federal court against certain present or former officers and/or directors of the Company (Sylvia Pritika, derivatively on behalf of Avon Products, Inc. v. Ann S. Moore, et al. and Avon Products, Inc. as nominal defendant (filed in the United States District Court for the Southern District of New York, No. 13-CV-8369)). The claims asserted in one or more of these actions include alleged breach of fiduciary duty, abuse of control, waste of corporate assets, and 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 more of these derivative actions include 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, plaintiffs filed a further amended complaint on March 17, 2015, and the defendants moved to dismiss on April 22, 2015. In Pritika, defendants’ motion to dismiss the complaint for lack of federal subject matter jurisdiction was granted on March 16, 2015. On April 28, 2015, an action was filed to seek enforcement of demands for the inspection of certain of the Company’s books and records (Belle Cohen v. Avon Products, Inc. (filed in the New York Supreme Court, New York County, Index No. 651418/2015)). 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 the Company and 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 filed an amended complaint, and the defendants moved to dismiss the amended complaint on June 14, 2012. On September 29, 2014, the Court granted the defendants' motion to dismiss and also granted the plaintiffs leave to amend their complaint. On October 24, 2014, plaintiffs filed their second 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 second amended complaint names as defendants the Company and two individuals 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 and declaratory, injunctive, and other equitable relief. Defendants moved to dismiss the Second Amended Complaint on November 21, 2014. 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.

On December 23, 2014, a purported class action, Poovathur v. Avon Products, Inc., et al., No. 14-CV-10083, was filed in the United States District Court for the Southern District of New York against the Company and certain present or former Company employees pursuant to the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. § 1132. The Poovathur complaint, which was amended on January 28, 2015, asserts claims under ERISA for alleged breach of fiduciary duty and failure to monitor on behalf of a purported class of participants in and beneficiaries of the Avon Personal Savings Account Plan (the "Plan") who invested in and/or held shares of the Avon Common Stock Fund between July 31, 2006 and January 1, 2015. On March 12, 2015, another purported class action, McCoy et al. v. Avon Products, Inc., et al., No. 15-CV-01828, was filed in the same court and designated as related to Poovathur. The McCoy complaint asserts similar causes of action under ERISA, and a claim for co-fiduciary liability, on behalf of participants in the Plan and on behalf of the Plan itself, from February 1, 2011 to the present. Plaintiffs in both actions seek, inter alia, certain monetary relief, damages, and declaratory, injunctive, and other equitable relief. On April 8, 2015, the Court consolidated the actions and recaptioned the consolidated case as In re 2014 Avon Products, Inc. ERISA Litigation; the Court also appointed interim co-lead counsel and ordered plaintiffs to file their consolidated complaint by May 8, 2015. 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.

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). In the second quarter of 2014, the PIS and COFINS assessments were officially closed in favor of Avon Brazil. The 2002 and the 2012 IPI assessments assert that the establishment in 1995 of separate manufacturing and distribution companies in Brazil 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 IPI 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 IPI assessment. In July 2013, the 2012 IPI assessment was upheld at the first administrative level and we have appealed this decision to the second administrative level. The 2012 IPI assessment totals approximately $289, including penalties and accrued interest. In October 2010, the 2002 IPI assessment was upheld at the first administrative level at an amount reduced to approximately $27 from approximately $64, including penalties and accrued interest. We appealed this decision to the second administrative level, which ruled in favor of Avon in March 2015 and canceled the 2002 IPI assessment. The 2002 IPI assessment remains subject to appeal by the government.

In the event that the 2002 or 2012 IPI assessments are upheld at the 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 earnings. It is not possible to reasonably estimate the likelihood or potential amount of assessments that may be issued for subsequent periods (tax years up through 2009 are closed by statute). However, other similar IPI assessments involving different periods (1998-2001) have been canceled and officially closed in our favor by the second administrative level. We believe that the likelihood that the 2002 IPI assessment will be upheld on any further appeal is remote and the likelihood that the 2012 IPI assessment will be upheld is reasonably possible. As stated above, we believe that the 2002 and 2012 IPI assessments are unfounded.

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 March 31, 2015, is not expected to have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2015

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Components of Net Periodic Benefit Cost

	Three Months Ended March 31,
	Pension Benefits
Net Periodic Benefit Costs	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2015			2014			2015			2014			2015			2014
Service cost	$	3.6		$	3.4		$	2.1		$	4.8		$	.3		$	.3
Interest cost	6.3			6.7			7.1			9.1			1.1			1.3
Expected return on plan assets	(8.3		)	(8.4		)	(10.8		)	(9.8		)	—			—
Amortization of prior service credit	(.2		)	(.1		)	—			(.3		)	(1.0		)	(1.1		)
Amortization of net actuarial losses	11.6			10.7			2.7			4.6			.5			.5
Net periodic benefit costs	$	13.0		$	12.3		$	1.1		$	8.4		$	.9		$	1.0

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Debt

3 Months Ended

Mar. 31, 2015

Debt Disclosure [Abstract]

Debt

DEBT

Revolving Credit Facility

In March 2013, we entered into a four-year $1 billion revolving credit facility (the “2013 revolving credit facility”), which expires in March 2017. Borrowings under the 2013 revolving credit facility 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. As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility.

The 2013 revolving credit facility contains covenants limiting our ability to incur liens and enter into mergers and consolidations or sales of substantially all our assets. The 2013 revolving credit facility also contains a covenant that limits our subsidiary debt to existing subsidiary debt at February 28, 2013 plus $500.0, with certain other exceptions. In addition, the 2013 revolving credit facility 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 3.5:1 at the end of the fiscal quarter ended March 31, 2015 and each fiscal quarter thereafter. In addition, the 2013 revolving credit facility contains customary events of default and cross-default provisions. The interest coverage ratio is determined by dividing our consolidated EBIT (as defined in the 2013 revolving credit facility) 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 2013 revolving credit facility) for the period of four fiscal quarters ending on the date of determination. When calculating the interest coverage and leverage ratios, the 2013 revolving credit facility allows us, subject to certain conditions and limitations, to add back to our consolidated net income, among other items: (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 modification 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 2013 revolving credit facility (which expires in March 2017); provided, that cash restructuring charges incurred after December 31, 2014 shall not be added back to our consolidated net income. Beginning January 1, 2015, cash charges taken for restructuring cannot be added back to our consolidated net income. As of March 31, 2015, we have less than $6 remaining for the other items (cash charges and other cash expenses, premiums or penalties incurred relating to any legal or regulatory action, settlement, judgment or ruling). We were in compliance with our interest coverage and leverage ratios under the 2013 revolving credit facility as of March 31, 2015. As of March 31, 2015, and based on then applicable interest rates, approximately $500 of the $1 billion 2013 revolving credit facility could have been drawn down without violating any covenant. A continued decline in our business results (including the impact of any adverse foreign exchange movements, significant cash restructuring charges and significant legal settlements or judgments) may further reduce our borrowing capacity under the 2013 revolving credit facility or cause us to be non-compliant with our interest coverage and leverage ratios. If we were to be non-compliant with our interest coverage or leverage ratio, we would no longer have access to our 2013 revolving credit facility and our credit ratings may be downgraded, resulting in increased interest expense under our 2013 Notes (as defined below). As of March 31, 2015, there were no amounts outstanding under the 2013 revolving credit facility.

Public Notes

In March 2013, we issued, in a public offering, $250.0 principal amount of 2.375% Notes due March 15, 2016, $500.0 principal amount of 4.60% Notes due March 15, 2020, $500.0 principal amount of 5.00% Notes due March 15, 2023 and $250.0 principal amount of 6.95% Notes due March 15, 2043 (collectively, the "2013 Notes"). The net proceeds from these 2013 Notes were used to repay outstanding debt. Interest on the 2013 Notes is payable semi-annually on March 15 and September 15 of each year. The indenture governing the 2013 Notes contains interest rate adjustment provisions depending on our credit ratings with S&P and Moody's. As described in the indenture, the interest rates on the 2013 Notes increase by .25% for each one-notch downgrade below investment grade on each of our long-term credit ratings by S&P or Moody's. These adjustments are limited to a total increase of 2% above the respective interest rates in effect on the date of issuance of the 2013 Notes. As a result of the long-term credit rating downgrades by S&P in November 2014 to BB+ (Stable Outlook) and in February 2015 to BB (Stable Outlook), and by Moody's in October 2014 to Ba1 (Stable Outlook), the interest rates on the 2013 Notes have increased by .75%, effective as of March 15, 2015.

At March 31, 2015, we also have outstanding $250.0 principal amount of our 5.75% Notes due March 1, 2018, $250.0 principal amount of our 4.20% Notes due July 15, 2018 and $350.0 principal amount of our 6.50% Notes due March 1, 2019, with interest on each series of these Notes payable semi-annually.

The indentures governing our outstanding notes described above contain certain covenants, including limitations on the incurrence of liens and restrictions on the incurrence of sale/leaseback transactions and transactions involving a merger, consolidation or sale of substantially all of our assets. In addition, these indentures contain customary events of default and cross-default provisions. Further, we would be required to make an offer to repurchase all of our outstanding notes described above, with the exception of our 4.20% Notes due July 15, 2018, at a price equal to 101% of their aggregate principal amount plus accrued and unpaid interest in the event of a change in control involving Avon and a corresponding credit ratings downgrade to below investment grade.

Additional Information

Our long-term credit ratings are Ba1 (Stable Outlook) with Moody's, BB (Stable Outlook) with S&P, and BB (Negative Outlook) with Fitch, which are below investment grade. We do not believe these below investment grade long-term credit ratings will have a material impact on our near-term liquidity. However, additional rating agency reviews could result in a change in outlook or downgrade, which could further limit our access to new financing, particularly short-term financing, reduce our flexibility with respect to working capital needs, affect the market price of some or all of our outstanding debt securities, and will likely result in an increase in financing costs, including interest expense under certain of our debt instruments, and less favorable covenants and financial terms under our financing arrangements.

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Restructuring Initiatives

3 Months Ended

Mar. 31, 2015

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

RESTRUCTURING INITIATIVES

Additional Restructuring Charges 2015

As a result of the current economic environment, including the impact of foreign currency movements and inflation on our expenses, and in an effort to continue to improve our cost structure, we identified certain actions that we believe will reduce ongoing costs. To date, these actions have primarily consisted of global headcount reductions.

As a result of these restructuring actions, we have recorded total costs to implement these restructuring initiatives of $28.5 before taxes, during the three months ended March 31, 2015 in selling, general and administrative expenses, in the Consolidated Statements of Income. There are no material remaining costs for restructuring actions approved-to-date. In connection with these restructuring actions, we expect to realize annualized savings of approximately $35 to $40 before taxes. We expect to begin to realize savings in the second quarter of 2015 and are expected to achieve the annualized savings beginning in the third quarter of 2015. The annualized savings represent the net reduction of expenses that will no longer be incurred by Avon.

The costs to implement recorded during the three months ended March 31, 2015 consisted of the following:

• charge of $26.6 for employee-related costs due to severance benefits; and

• implementation costs of $1.9 primarily for professional service fees associated with Corporate and Asia Pacific.

The majority of cash payments, if applicable, associated with these charges are expected to be made during 2015.

The liability balance, which primarily consists of employee-related costs, for these various restructuring initiatives as of March 31, 2015 is as follows:

	Total
2015 charges	$	26.6
Cash payments	(3.1		)
Foreign exchange	(.2		)
Balance at March 31, 2015	$	23.3

The charges approved to date under these various restructuring initiatives by reportable business segment were as follows: $3.3 in Latin America, $5.3 in Europe, Middle East & Africa, $1.6 in North America, $7.0 in Asia Pacific and $9.4 in Corporate.

$400M Cost Savings Initiative

In 2012, we announced a cost savings initiative (the "$400M Cost Savings Initiative") in an effort to stabilize the business and return Avon to sustainable growth, which was expected to be achieved through restructuring actions as well as other cost-savings strategies that will not result in restructuring charges. The $400M Cost Savings Initiative was designed to reduce our operating expenses as a percentage of total revenue to help us achieve a targeted low double-digit operating margin. The restructuring actions under the $400M Cost Savings Initiative primarily consist of global headcount reductions and related actions, as well as the closure of certain smaller, under-performing markets, including South Korea, Vietnam, Republic of Ireland, Bolivia and France. Other costs to implement these restructuring initiatives consist primarily of professional service fees and accelerated depreciation, and also include professional service fees associated with our North America business. A portion of the professional service fees associated with the North America business are contingent upon the achievement of operating profit targets. These fees were recognized over the period that the services were provided and are based upon our estimate of the total amount expected to be paid, which may change based on actual results.

As a result of the restructuring actions associated with the $400M Cost Savings Initiative, we have recorded total costs to implement these restructuring initiatives of $235.2 before taxes, of which $4.8 before taxes was recorded in the first three months of 2015. For these restructuring actions, we expect our total costs to implement restructuring to be approximately $250 before taxes. The additional charges not yet incurred associated with the restructuring actions approved to-date of approximately $15 before taxes are expected to be recorded primarily in 2015. In connection with the restructuring actions associated with the $400M Cost Savings Initiative, we expect to realize annualized savings of approximately $275 to $285 before taxes. Substantially all of these annualized savings are expected to be achieved in 2015. For market closures, the annualized savings represent the foregone selling, general and administrative expenses as a result of no longer operating in the respective markets. For actions that did not result in the closure of a market, the annualized savings represent the net reduction of expenses that will no longer be incurred by Avon. The annualized savings do not incorporate the impact of the decline in revenue associated with these actions (including market closures), which is not expected to be material.

Restructuring Charges – Three Months Ended March 31, 2015

During the three months ended March 31, 2015, we recorded costs to implement of $4.8 related to the $400M Cost Savings Initiative in selling, general and administrative expenses, in the Consolidated Statements of Income. The costs consisted of the following:

• implementation costs of $2.5, primarily related to professional service fees associated with our North America business;

• charge of $1.0 for employee related costs due to severance benefits;

• accelerated depreciation of $.7 associated with the closure and rationalization of certain facilities; and

• contract termination and other net charge of $.6, primarily related to the costs associated with the closure of a North America warehouse.

The majority of cash payments, if applicable, associated with these charges are expected to be made during 2015.

Restructuring Charges – Three Months Ended March 31, 2014

During the three months ended March 31, 2014, we recorded costs to implement of $22.1 related to the $400M Cost Savings Initiative in selling, general and administrative expenses, in the Consolidated Statements of Income. The costs consisted of the following:

• charge of $14.9 primarily for employee-related costs, primarily severance benefits;

• implementation costs of $4.5 primarily for professional service fees associated with our North America business;

• accelerated depreciation of $1.4 associated with the closure and rationalization of certain facilities; and

• contract termination and other charges of $1.3 primarily related to costs associated with our exit from the Service Model Transformation ("SMT") facility.

The liability balance for the $400M Cost Savings Initiative as of March 31, 2015 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
Balance at December 31, 2014	$	50.1		$	.5		$	50.6
2015 charges	2.6			.6			3.2
Adjustments	(1.6		)	—			(1.6		)
Cash payments	(12.6		)	(.4		)	(13.0		)
Foreign exchange	(1.2		)	—			(1.2		)
Balance at March 31, 2015	$	37.3		$	.7		$	38.0

The following table presents the restructuring charges incurred to-date, net of adjustments, under our $400M Cost Savings Initiative, along with the estimated charges expected to be incurred on approved initiatives under the plan:

	Employee- Related Costs		Inventory/Asset Write-offs		Foreign Currency Translation Adjustment Write-offs		Contract Terminations/Other		Total
Charges incurred to date	$	168.6	$	.7	.2		$	13.6	$	183.1
Estimated charges to be incurred on approved initiatives	.5		3.4		—		5.7		9.6
Total expected charges on approved initiatives	$	169.1	$	4.1	$	.2	$	19.3	$	192.7

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
2012	$	12.9		$	1.1	$	18.0	$	12.9	$	3.6		$	48.5
2013	11.1			15.6		5.3		1.3		17.7			51.0
2014	24.5			19.9		14.0		6.5		17.1			82.0
First Quarter 2015	(.4		)	.1		1.6		.6		(.3		)	1.6
Charges incurred to date	48.1			36.7		38.9		21.3		38.1			183.1
Estimated charges to be incurred on approved initiatives	.4			—		8.5		.7		—			9.6
Total expected charges on approved initiatives	$	48.5		$	36.7	$	47.4	$	22.0	$	38.1		$	192.7

As noted previously, we expect our total costs to implement restructuring to be approximately $250 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.

Other Restructuring Initiatives

During the three months ended March 31, 2015 and 2014, we recorded a net benefit of $.2 and total costs to implement of $.6, respectively, in selling, general and administrative expenses, in the Consolidated Statements of Income, associated with the restructuring programs launched in 2005 and 2009 and the restructuring initiative launched in 2012, each of which are substantially complete. The liability balance associated with these restructuring programs and restructuring initiative, which primarily consists of contract termination costs, as of March 31, 2015 is not material.

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Segment Information

3 Months Ended

Mar. 31, 2015

Segment Reporting, Measurement Disclosures [Abstract]

Segment Information

SEGMENT INFORMATION

Summarized financial information concerning our reportable segments was as follows:

	Three Months Ended March 31,
	2015					2014
	Revenue		Operating (Loss) Profit			Revenue		Operating (Loss) Profit
Latin America	$	836.8	$	(43.3	)	$	1,066.7	$	(43.4	)
Europe, Middle East & Africa	550.7		38.6			654.8		67.4
North America	242.1		(13.2		)	295.7		(8.5		)
Asia Pacific	164.6		7.9			166.4		7.7
Total from operations	$	1,794.2	$	(10.0	)	$	2,183.6	$	23.2
Global and other	—		(27.6		)	—		(74.1		)
Total	$	1,794.2	$	(37.6	)	$	2,183.6	$	(50.9	)

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Supplemental Balance Sheet Information

3 Months Ended

Mar. 31, 2015

Balance Sheet Related Disclosures [Abstract]

Supplemental Balance Sheet Information

SUPPLEMENTAL BALANCE SHEET INFORMATION

At March 31, 2015 and December 31, 2014, prepaid expenses and other included the following:

Components of Prepaid Expenses and Other	March 31, 2015		December 31, 2014
Deferred tax assets	$	193.8	$	204.7
Prepaid taxes and tax refunds receivable	149.7		165.7
Receivables other than trade	71.1		72.5
Prepaid brochure costs, paper, and other literature	69.0		77.6
Short-term investments	24.3		21.0
Other	82.0		76.8
Prepaid expenses and other	$	589.9	$	618.3

At March 31, 2015 and December 31, 2014, other assets included the following:

Components of Other Assets	March 31, 2015		December 31, 2014
Deferred tax assets	$	651.9	$	685.8
Long-term receivables	128.1		149.5
Capitalized software	94.1		101.3
Investments	35.8		36.4
Other intangible assets, net (Note 10)	27.4		29.0
Tooling (plates and molds associated with our beauty products)	19.4		21.7
Other	29.5		28.3
Other assets	$	986.2	$	1,052.0

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

GOODWILL AND INTANGIBLE ASSETS

Goodwill

	Latin America			Europe, Middle East & Africa			Asia Pacific			Total
Gross balance at December 31, 2014	$	90.7		$	156.0		$	85.0		$	331.7
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at December 31, 2014	$	90.7		$	156.0		$	2.6		$	249.3
Changes during the period ended March 31, 2015:
Foreign exchange	$	(5.9	)	$	(7.8	)	$	—		$	(13.7	)
Gross balance at March 31, 2015	$	84.8		$	148.2		$	85.0		$	318.0
Accumulated impairments	—			—			(82.4		)	(82.4		)
Net balance at March 31, 2015	$	84.8		$	148.2		$	2.6		$	235.6

Other intangible assets

	March 31, 2015					December 31, 2014
	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Finite-Lived Intangible Assets
Customer relationships	$	31.0	$	(29.3	)	$	33.0	$	(31.1	)
Licensing agreements	40.8		(37.7		)	43.4		(39.9		)
Noncompete agreements	6.9		(6.9		)	7.2		(7.2		)
Indefinite-Lived Trademarks	22.6		—			23.6		—
Total	$	101.3	$	(73.9	)	$	107.2	$	(78.2	)

Aggregate amortization expense was not material for the three months ended March 31, 2015 and 2014, and is not expected to be material for future periods.

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Inventories (Components of Inventories) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Inventory [Line Items]
Raw materials	$ 229.7	$ 248.8
Finished goods	594.8	573.4
Total	$ 824.5	$ 822.2

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Fair Value Fair Value (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Impairment of Venezuela long-lived assets	$ 90
Property, plant and equipment at carrying value	1,057.8	1,231.0
VENEZUELA
Property, plant and equipment at carrying value	$ 16.0

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Earnings per Share and Share Repurchases (Tables)

3 Months Ended

Mar. 31, 2015

Earnings Per Share Reconciliation [Abstract]

Components of Basic and Diluted Earnings per Share

	Three Months Ended
	March 31
(Shares in millions)	2015			2014
Numerator:
Net loss attributable to Avon	$	(147.3	)	$	(168.3	)
Less: Loss allocated to participating securities	2.0			2.0
Loss allocated to common shareholders	(145.3		)	(166.3		)
Denominator:
Basic EPS weighted-average shares outstanding	434.9			434.1
Diluted effect of assumed conversion of stock options	—			—
Diluted EPS adjusted weighted-average shares outstanding	434.9			434.1
Loss per Common Share:
Basic	$	(.33	)	$	(.38	)
Diluted	(.33		)	(.38		)

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

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Supplemental Balance Sheet Information (Tables)

3 Months Ended

Mar. 31, 2015

Balance Sheet Related Disclosures [Abstract]

Components of Prepaid Expenses and Other

At March 31, 2015 and December 31, 2014, prepaid expenses and other included the following:

Components of Prepaid Expenses and Other	March 31, 2015		December 31, 2014
Deferred tax assets	$	193.8	$	204.7
Prepaid taxes and tax refunds receivable	149.7		165.7
Receivables other than trade	71.1		72.5
Prepaid brochure costs, paper, and other literature	69.0		77.6
Short-term investments	24.3		21.0
Other	82.0		76.8
Prepaid expenses and other	$	589.9	$	618.3

Components of Other Assets

At March 31, 2015 and December 31, 2014, other assets included the following:

Components of Other Assets	March 31, 2015		December 31, 2014
Deferred tax assets	$	651.9	$	685.8
Long-term receivables	128.1		149.5
Capitalized software	94.1		101.3
Investments	35.8		36.4
Other intangible assets, net (Note 10)	27.4		29.0
Tooling (plates and molds associated with our beauty products)	19.4		21.7
Other	29.5		28.3
Other assets	$	986.2	$	1,052.0

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Goodwill and Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Total Gross Intangible Assets	$ 101.3	$ 107.2
Accumulated Amortization	(73.9)	(78.2)
Indefinite Lived Trademarks	22.6	23.6
Customer Relationships [Member]
Gross Amount	31.0	33.0
Accumulated Amortization	(29.3)	(31.1)
Licensing Agreements [Member]
Gross Amount	40.8	43.4
Accumulated Amortization	(37.7)	(39.9)
Noncompete Agreements [Member]
Gross Amount	6.9	7.2
Accumulated Amortization	$ (6.9)	$ (7.2)

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Supplemental Balance Sheet Information (Components of Prepaid Expenses and Other) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Prepaid Expense and Other Assets, Current [Abstract]
Deferred tax assets	$ 193.8	$ 204.7
Prepaid taxes and tax refunds receivable	149.7	165.7
Receivables other than trade	71.1	72.5
Prepaid brochure costs, paper and other literature	69.0	77.6
Short-term investments	24.3	21.0
Other	82.0	76.8
Prepaid expenses and other	$ 589.9	$ 618.3

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 668.9	$ 960.5
Accounts receivable, net	509.4	563.5
Inventories	824.5	822.2
Prepaid expenses and other	589.9	618.3
Total current assets	2,592.7	2,964.5
Property, plant and equipment, at cost	2,065.4	2,292.6
Less accumulated depreciation	(1,007.6)	(1,061.6)
Property, plant and equipment, net	1,057.8	1,231.0
Goodwill	235.6	249.3
Other assets	986.2	1,052.0
Total assets	4,872.3	5,496.8
Current Liabilities
Debt maturing within one year	378.8	137.1
Accounts payable	820.0	895.4
Accrued compensation	167.2	210.5
Other accrued liabilities	461.4	598.8
Sales and taxes other than income	152.0	168.6
Income taxes	27.4	36.8
Total current liabilities	2,006.8	2,047.2
Long-term debt	2,208.2	2,463.9
Employee benefit plans	478.4	501.8
Long-term income taxes	78.7	77.8
Other liabilities	87.5	100.8
Total liabilities	4,859.6	5,191.5
Shareholders' Equity
Common stock	187.8	187.6
Additional paid-in capital	2,206.1	2,207.9
Retained earnings	3,529.3	3,702.9
Accumulated other comprehensive loss	(1,333.6)	(1,217.6)
Treasury stock, at cost	(4,592.8)	(4,591.0)
Total shareholders' (deficit) equity	(3.2)	289.8
Noncontrolling interest	15.9	15.5
Total shareholders’ equity	12.7	305.3
Total liabilities and shareholders' equity	$ 4,872.3	$ 5,496.8

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2015

General Discussion of Pension and Other Postretirement Benefits [Abstract]

Employee Benefit Plans

EMPLOYEE BENEFIT PLANS

	Three Months Ended March 31,
	Pension Benefits
Net Periodic Benefit Costs	U.S. Plans						Non-U.S. Plans						Postretirement Benefits
	2015			2014			2015			2014			2015			2014
Service cost	$	3.6		$	3.4		$	2.1		$	4.8		$	.3		$	.3
Interest cost	6.3			6.7			7.1			9.1			1.1			1.3
Expected return on plan assets	(8.3		)	(8.4		)	(10.8		)	(9.8		)	—			—
Amortization of prior service credit	(.2		)	(.1		)	—			(.3		)	(1.0		)	(1.1		)
Amortization of net actuarial losses	11.6			10.7			2.7			4.6			.5			.5
Net periodic benefit costs	$	13.0		$	12.3		$	1.1		$	8.4		$	.9		$	1.0

As of March 31, 2015, we made approximately $6 and $6 of contributions to the U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively. During the remainder of 2015, we anticipate contributing approximately $45 to $50 and $20 to $25 to fund our U.S. and non-U.S. defined benefit pension and postretirement benefit plans, respectively.

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Restructuring Initiatives (Tables)

3 Months Ended

Mar. 31, 2015

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring and Related Costs Related to $400M Cost Savings Initiative

The following table presents the restructuring charges incurred to-date, net of adjustments, under our $400M Cost Savings Initiative, along with the estimated charges expected to be incurred on approved initiatives under the plan:

	Employee- Related Costs		Inventory/Asset Write-offs		Foreign Currency Translation Adjustment Write-offs		Contract Terminations/Other		Total
Charges incurred to date	$	168.6	$	.7	.2		$	13.6	$	183.1
Estimated charges to be incurred on approved initiatives	.5		3.4		—		5.7		9.6
Total expected charges on approved initiatives	$	169.1	$	4.1	$	.2	$	19.3	$	192.7

Schedule of Charges Reportable by Business Segment Under $400M Cost Savings Initiative

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
2012	$	12.9		$	1.1	$	18.0	$	12.9	$	3.6		$	48.5
2013	11.1			15.6		5.3		1.3		17.7			51.0
2014	24.5			19.9		14.0		6.5		17.1			82.0
First Quarter 2015	(.4		)	.1		1.6		.6		(.3		)	1.6
Charges incurred to date	48.1			36.7		38.9		21.3		38.1			183.1
Estimated charges to be incurred on approved initiatives	.4			—		8.5		.7		—			9.6
Total expected charges on approved initiatives	$	48.5		$	36.7	$	47.4	$	22.0	$	38.1		$	192.7

$400M Cost Savings Initiative [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Liability for $400M Cost Savings Initiative

The liability balance for the $400M Cost Savings Initiative as of March 31, 2015 is as follows:

	Employee- Related Costs			Contract Terminations/Other			Total
Balance at December 31, 2014	$	50.1		$	.5		$	50.6
2015 charges	2.6			.6			3.2
Adjustments	(1.6		)	—			(1.6		)
Cash payments	(12.6		)	(.4		)	(13.0		)
Foreign exchange	(1.2		)	—			(1.2		)
Balance at March 31, 2015	$	37.3		$	.7		$	38.0

Other Restructuring Initiatives 2015 [Member]

Restructuring Cost and Reserve [Line Items]

Schedule of Liability for $400M Cost Savings Initiative

The liability balance, which primarily consists of employee-related costs, for these various restructuring initiatives as of March 31, 2015 is as follows:

	Total
2015 charges	$	26.6
Cash payments	(3.1		)
Foreign exchange	(.2		)
Balance at March 31, 2015	$	23.3

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Accumulated Other Comprehensive Income Tables (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015		Mar. 31, 2014
Balance at Period Start	$ (1,217.6)		$ (870.4)
Other comprehensive (loss) income other than reclassifications	(129.7)		(9.0)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax	0.4	[1]	0.3	[1]
Amortization of net actuarial loss and prior service cost, net of tax	13.3	[2]	8.0	[2]
Total reclassifications into earnings	13.7		8.3
Balance at Period End	(1,333.6)		(871.1)
Change in derivative losses on cash flow hedges, taxes	0		0.2
Amortization of net actuarial loss and prior service cost, taxes	0.3		4.1
Foreign Currency Gain (Loss) [Member]
Balance at Period Start	(677.0)		(429.3)
Other comprehensive (loss) income other than reclassifications	(126.1)		(9.0)
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax	0	[1]	0	[1]
Amortization of net actuarial loss and prior service cost, net of tax	0		0
Total reclassifications into earnings	0		0
Balance at Period End	(803.1)		(438.3)
Cash Flow Hedge [Member]
Balance at Period Start	(3.2)		(5.1)
Other comprehensive (loss) income other than reclassifications	0		0
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax	0.4	[1]	0.3	[1]
Amortization of net actuarial loss and prior service cost, net of tax	0		0
Total reclassifications into earnings	0.4		0.3
Balance at Period End	(2.8)		(4.8)
Net Investment Hedging [Member]
Balance at Period Start	(4.3)		(4.3)
Other comprehensive (loss) income other than reclassifications	0		0
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax	0		0
Amortization of net actuarial loss and prior service cost, net of tax	0		0
Total reclassifications into earnings	0		0
Balance at Period End	(4.3)		(4.3)
Accumulated Defined Benefit Plans Adjustment [Member]
Balance at Period Start	(533.1)		(431.7)
Other comprehensive (loss) income other than reclassifications	(3.6)		0
Reclassifications into earnings:
Derivative losses on cash flow hedges, net of tax	0		0
Amortization of net actuarial loss and prior service cost, net of tax	13.3	[2]	8.0	[2]
Total reclassifications into earnings	13.3		8.0
Balance at Period End	$ (523.4)		$ (423.7)

[1] Gross amount reclassified to interest expense, and related taxes reclassified to income taxes.

[2] Gross amount reclassified to pension and postretirement expense, within selling, general & administrative expenses, and related taxes reclassified to income taxes.

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Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2015

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

We prepare our unaudited interim consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"). We consistently applied the accounting policies described in our 2014 Annual Report on Form 10-K ("2014 Form 10-K") in preparing these unaudited financial statements. In our opinion, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results for a full year. You should read these unaudited interim consolidated financial statements in conjunction with our consolidated financial statements contained in our 2014 Form 10-K. When used in this report, the terms "Avon," "Company," "we" or "us" mean Avon Products, Inc.

For interim consolidated financial statement purposes, our tax provision is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. We also provide for accruals under our various employee benefit plans for each quarter based on one quarter of the estimated annual expense.

Reclassifications

e revised our Consolidated Statements of Cash Flows to reflect income tax receivables of $18.1 for the three months ended March 31, 2014 in income and other taxes, while they had been previously reported in prepaid expenses and other, as we believe that this is a better presentation of our income tax receivables. This revision did not impact the total cash flows from operating activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

We revised our Consolidated Statements of Cash Flows to correct the presentation of certain financing activities, specifically a decrease of $6.4 in repayment of debt, a decrease of $6.0 in proceeds from debt, and a decrease of $.4 in debt, net for the three months ended March 31, 2014. This revision did not impact the total cash flows from financing activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Additionally, we revised our Consolidated Statements of Cash Flows to reflect income tax receivables of $18.1 for the three months ended March 31, 2014 in income and other taxes, while they had been previously reported in prepaid expenses and other, as we believe that this is a better presentation of our income tax receivables. This revision did not impact the total cash flows from operating activities, our Consolidated Statements of Income, our Consolidated Statements of Comprehensive Income or our Consolidated Balance Sheets. We determined that the effect of this revision was not material to any of our previously issued financial statements.

Venezuela Currency

Venezuela Currency

We account for Venezuela as a highly inflationary economy. In February 2015, the Venezuelan government announced that a new foreign exchange system was created, referred to as the SIMADI exchange ("SIMADI"). SIMADI began operating on February 12, 2015. There are multiple legal mechanisms in Venezuela to exchange currency. As SIMADI represents the rate which better reflects the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SIMADI exchange rate to remeasure our Venezuelan operations effective February 12, 2015. As a result of the change to the SIMADI rate, which caused the recognition of a devaluation of approximately 70% as compared to the exchange rate we used previously, we recorded an after-tax benefit of approximately $3 (a benefit of approximately $4 in other expense, net, and a loss of approximately $1 in income taxes) in the first quarter of 2015, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. The remeasurement of non-monetary assets at the historical U.S. dollar cost basis causes a disproportionate expense as these assets are consumed in operations, negatively impacting operating profit and net income by approximately $5 during the three months ended March 31, 2015. Also as a result, we determined that an adjustment of approximately $11 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2015.

In addition, at February 12, 2015, we reviewed Avon Venezuela's long-lived assets to determine whether the carrying amount of the assets was recoverable. Based on our expected cash flows associated with the asset group, we determined that the carrying amount of the assets, carried at their historical U.S. dollar cost basis, was not recoverable. As such, an impairment charge of approximately $90 to selling, general and administrative expenses in the Latin America segment was needed to reflect the write-down of the long-lived assets to their estimated fair value, which was approximately $16 at March 31, 2015. The fair value of Avon Venezuela's long-lived assets was determined using both market and cost valuation approaches. The valuation analysis performed required several estimates, including market conditions and inflation rates.

In February 2014, the Venezuelan government announced a foreign exchange system which began operating on March 24, 2014, referred to as the SICAD II exchange ("SICAD II"). As SICAD II represented the rate which better reflected the economics of Avon Venezuela's business activity, in comparison to the other available exchange rates, we concluded that we should utilize the SICAD II exchange rate to remeasure our Venezuelan operations effective March 31, 2014. As a result of the change to the SICAD II rate, which caused the recognition of a devaluation of approximately 88% as compared to the official exchange rate we used previously, we recorded an after-tax loss of approximately $42 (approximately $54 in other expense, net, and a benefit of approximately $12 in income taxes) in the first quarter of 2014, primarily reflecting the write-down of monetary assets and liabilities. In addition, as a result of using the historical U.S. dollar cost basis of non-monetary assets, such as inventories, these assets continued to be remeasured, following the change to the SIMADI rate, at the applicable rate at the time of their acquisition. As a result, we determined that an adjustment of approximately $116 to cost of sales was needed to reflect certain non-monetary assets, primarily inventories, at their net realizable value, which was recorded in the first quarter of 2014.

Standards to be Implemented

Standards to be Implemented

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, issued as a new Topic, Accounting Standards Codification Topic 606. The core principle of the guidance is that a Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective beginning in 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect that adopting this new accounting guidance will have on our consolidated financial statements.